The Boy and the Galvan
by AnimationNut
Summary: Ben is a boy who is still fitting into the shoes meant for a true hero. Azmuth is the creator who is hard to please. Their relationship has been rocky, having its ups and downs. But when it comes down to it, they are fond of each other more then they would care to admit.
1. Snap Goes the Omnitrix

**I do not own the Ben Ten franchise.**

**Snap Goes the Omnitrix**

"_Ben! Get your lousy butt out of bed! We need to get going!"_

The flimsy curtain separating the small cot from the rest of the R.V. was no match for Gwen's shrill holler. Ben gave a groan of annoyance and dismay, burrowing deeper under the warm burgundy blanket and tried to cling to the shreds of darkness that still lingered in his sleepy mind.

"Dweeb, I told you to get up!"

The curtain was flung aside and Gwen, already dressed for the day, glared down at her cousin. Max cast a glance over his shoulder, his hands pausing in the soapy dish water where he was washing the breakfast dishes. "Be nice," he chided. "He had a hard day yesterday."

"From the way he talks about it, fighting five aliens in one day was nothing," the redhead returned. But she attempted a respectable tone as she addressed Ben again. "If you're not ready by eleven, I'm going to miss the opening presentation at the museum."

Ben peeked out from under his covers, his bright green eyes cloudy with sleep. "Wait, what time is it?" he mumbled, too tired to mock Gwen for her nerdiness.

"It's ten," she informed, pointing at the digital clock that was stuffed in the corner of the small bedroom nook.

"Oh." Ben yawned and reluctantly sat up, his brown hair standing on end.

"Well?" Gwen demanded when he made no further effort to leave the bed. "Are you going to move your butt?"

"When I feel like it, bossy-pants," he snapped back, irritated. "I don't even want to go to your stupid museum thing anyway. Who cares about a bunch of dead guys?"

Gwen's eyes grew wide with indigence. Her lips parted to deliver a scathing rebuke to her cousin but Max intervened, placing a sudsy hand on her shoulder to calm her. "History is very important, Ben, no matter how many years pass," he informed sternly. "It's good for us to remember and learn more about it."

"Uh-huh." Ben nodded, his expression making it obvious that he still didn't care. "But why do _I _have to go?"

"Yeah," Gwen suddenly piped up, surprising both her grandfather and cousin. "He's just going to be moping the whole time. And he'll probably do something stupid that will get us kicked out." She turned pleading eyes upon Max. "This will probably be the only chance I get to hear Gregor Hietrich speak. He hardly ever does public appearances and he's my favourite historian!"

"I don't know," Max said slowly. "I don't really want to leave Ben here alone."

"I'm eleven," the boy protested. "Besides, even if trouble does happen, I have this." He lifted his left wrist which bore the clunky, green and black piece of alien technology.

Max glanced between his two grandchildren. Gwen was looking hopefully up at him while Ben was already slinking back against his pillow, his eyes half-lidded. "Fine," he conceded. "You can stay here. _But _you're not to leave the Rust Bucket until we get back."

"Got it."

"No battling aliens without me. If it's something that's _really _urgent and can't wait, call."

"Sure thing."

"Yes!" Gwen cheered and latched onto Max's arm, giving it an impatient tug. "Let's get going before the line gets too long!"

Max allowed himself to be dragged away, his gaze lingering on Ben, who was already drifting off to sleep.

_I have a bad feeling about this._

…

It was a good two hours before Ben awoke, his body finally fully rested. With new energy, the boy bounded out of bed and slid into the kitchen. His stomach was growling insistently, demanding it be fed. Ben satisfied his stomach's desire with three bowls of cereal that was covered with more sugar than Max would have allowed.

"I got the whole place to myself!" Ben cheered, practically vibrating as he tossed the now-empty bowl into the sink and bounced on the linoleum floor. "I can-I can-"

He faltered.

Actually, there was nothing _to _do.

The small, cracked television set resting on the rectangular plastic dining table was broken again. He had beaten all of his video games at least five times and read through all of his comic books. Without any alien invasions or tourist trips, he was often bored out of his mind.

"This reeks!" Ben groaned, dropping to the floor with a huff. "I can do whatever I want and there's nothing to do!"

Well, nothing that wouldn't get him grounded in some shape or form, anyway.

It was inevitable that his straying eyes (which were looking for something to entertain him) would fall upon the Omnitrix. The device was a source of constant curiosity, full of mysteries that had yet to be solved. Azmuth was very vague in any explanation he was willing to give the wielder, and even those were few and far in between.

"I wonder…"Ben mused, giving the dial a twist, "…if I can unlock any other kick-butt aliens to add to my team."

Unlocking aliens was his biggest interest. He had no idea how to do it and whenever he _did _get a new alien it was completely by accident or chance. He didn't know exactly how many aliens were contained in the Omnitrix, but he suspected it was a lot.

"Maybe if I turn it this way," he muttered to himself as he played with the device. Silhouettes of his aliens flickered on the green face of the watch but all of them he knew. Frowning slightly, Ben popped the dial up and studied the interlocking green circuitry that was exposed.

Curious as to what was under the dial, Ben gave it a hard yank to see what would be uncovered.

_Snap!_

He was not quite sure what he had broken but at the moment he didn't care. Green volts of electricity were convulsing down his small frame and he writhed on the floor, howls of agony tearing from his throat. The Omnitrix buzzed madly, the green turning into red as the warning signs flashed rapidly. The lights in the Rust Bucket flickered on and off at a dizzying pace as the Omnitrix malfunctioned.

The strap seared into the boy's wrist and Ben let out a scream, tears of pain trailing down his cheeks. His body was jolting and even though his throat was already raw from his powerful screams, he still found the energy to holler the first name that entered his mind.

"_Azmuth! Azmuth!"_

For a brief moment, Ben honestly thought that his efforts were futile. There was no way Azmuth would know of his summons, being thousands and thousands and thousands of miles away from Earth.

But then there was a bright flash of light and the Galvan was there, moving quickly over the floor to where Ben lay wriggling in pain. With a quick flick of his fingers the Omnitrix snapped off and clattered to the linoleum, still sparking madly.

Ben went limp, the final tears trailing down his cheeks and a soft whimper escaping his lips. Azmuth found himself panting slightly, his onyx gaze darting between his creation and the wielder. The eyes settled on the eleven-year-old, who was still trying to catch his breath.

"What happened?"

It was a sharp, demanding request and Ben could hardly blame him. "I…I…I think I broke it," he managed to stutter out, trying to get to his feet.

"Stay down."

Ben obeyed, dropping back down to the floor with a soft moan. Azmuth pressed two of his long fingers against Ben's neck, feeling his pulse beat at a rapid pace. "Keep still. You need to get that heartbeat down to a normal pace."

The young boy pressed his cheek against the cold floor and watched as the Galvan finally went to attend to his device. By this point the sparking had stopped and Azmuth studied it, removing the core and playing around with a few things.

"You snapped the central processor out of place," he finally grumbled, fixing the problem with quick skill. "That's why it nearly electrocuted you to death."

Ben gave a nod, even though he didn't fully understand what he had done. But he knew he probably never would understand how the Omnitrix worked, so it didn't bother him too much. "Sorry."

"What were you doing with it?" Azmuth demanded.

"I was trying to see if I could get new aliens," Ben confessed. "I wanted to see what was under the dial."

"Very delicate material is under the dial," Azmuth shot back. "I keep telling you that this is not a toy! I should have taken the Omnitrix from you when you first discovered it…it's not meant for a child."

"You always say that," Ben managed to retort. "But you let me keep it anyway. Besides, you fixed it."

"And _you _nearly died because of your foolish mistake," he said flatly. "How can you be a hero when you endanger yourself with the very device that is meant to protect the universe?"

Ben faltered at this. It was difficult to argue with the smartest being in five galaxies. "I…I'm trying," he finally said softly. "I just wanted to figure the thing out. Honest."

There was shame shining in his green eyes. As much as Azmuth wanted to be angry with the boy (who never should have gotten his creation in the first place) it was moments like this when the anger ebbed. Ben was pure in his intentions to save people, and beat himself up when he failed. It was the sign of a true hero, and while Ben wasn't the perfect one, he had the makings. Even Azmuth had to admit that.

"The Omnitrix is complicated. There are some things that will be revealed in time, and some things that I will tell you when you're older."

"Okay," Ben agreed reluctantly. Really, he nearly fried the greatest weapon in the universe-even he knew better than to argue with the creator (who had also saved his life). Finally summoning up enough energy, Ben sat up and leaned against the wooden cupboards.

Azmuth hopped onto his shoulder and checked his pulse again. "Yes, you will be fine. There was not enough energy pumped into you to leave permanent damage." He jumped back down and slapped the Omnitrix onto Ben's left wrist. "Don't do it again."

"I won't," he promised. "At least, not intentionally."

Azmuth only arched his brow at this. "Well, if you are done wasting my time, I'll be off. I have a lot of work to do."

"You always have a lot of work to do," the boy muttered under his breath. In a louder tone, he asked, "How did you know I was in trouble?"

"I know when the Omnitrix is malfunctioning, when something is wrong with it," Azmuth replied. "I do keep tabs on it, you know."

The unspoken implication was clear-by keeping tabs on the Omnitrix, Azmuth also kept tabs on Ben.

"Azmuth?"

Teleportation remote in hand, he turned to the eleven-year-old. The child was smiling sincerely down at him, eyes glimmering with gratitude.

"Thank you. For everything."

A small smile curled across the Galvan's face despite his efforts to keep it at bay.

"You are welcome, Tennyson."

**A collection of one shots featuring the interactions between Ben and Azmuth throughout the years. If you have anything specific you'd like me to write about these two, leave a review and I'll see what I can do.**


	2. A Much Needed Lesson

**I do not own the Ben Ten franchise.**

**A Much Needed Lesson **

The sun was setting by the time Azmuth arrived on primitive planet Earth. The Galvan was engulfed by a warm orange glow as the orb sunk in the horizon, a pleasant evening that he would not get to enjoy. He pocketed his teleportation remote and started across the grassy clearing, where Max's Rust Bucket was parked for the night.

A bright bolt of blue electricity caught his attention and he paused, turning to stare at the source. It hardly surprised him to see Ben Tennyson goofing off as the Conductoid he had deemed Feedback. This was, after all, the very reason he had come to Earth.

Although, if he was to be honest, the _only _reason he ever had for coming to Earth was the young Tennyson.

Shaking his head, Azmuth continued on, leaving the boy to his fun. He reached the door to the R.V. and gave a few knocks. The door opened only a second later and Max peered out in curiosity. "Uh…"

"Down here," he called.

Max glanced down and his eyes widened with surprise. "Azmuth? What are you doing here?"

"Why am I always here?" he returned, pointing in the direction of the abandoned car junkyard where Ben was playing. Max eyed his grandson before letting out a sigh and stepping aside. Azmuth hopped into the Rust Bucket and walked over to the cushioned bench that wrapped around one corner of the R.V.

Gwen glanced up from her novel just as the Galvan got himself seated. "Hi," she greeted. "Are you here about Feedback?"

A slight smile curled across his face. "Ah, so you've noticed as well."

"When the doof used Feedback instead of XLR8 to catch the bank robbers, I figured he was crossing a line," she informed. When her grandfather turned to give her a baffled look, she clarified, "For the past week the only alien Ben's been using is Feedback. And if Azmuth is here, that means that it's unhealthy for Ben to keep using the same alien."

Understanding washed over Max's features. "I see. Do you want me to get him?"

"He'll be here eventually," Azmuth said. "The Omnitrix will time out and he will have no interest in goofing off as any other alien, for his obsession seems to be locked on the Conductoid."

Max nodded and took a seat on the other side of Azmuth. The Galvan tapped his fingers against the worn cushion, in no hurry to confront the eleven-year-old boy. He already knew how Ben would take the news and it would end with him storming out in a fit of anger. It was how the boy reacted to unpleasant information and Azmuth doubted he would mature out of the habit anytime soon.

_So why bother coming? _his mind demanded, and immediately began creating a mental list of a dozen other more important things he could be doing at that moment.

Before he could come up with a suitable reason, the thin metal door slammed against the wall and Ben barged into the R.V., hands shoved in his pockets and a lazy expression on his face. Upon spotting his family members and mentor staring at him, Ben's posture instantly stiffened into defense mode.

"We need to talk," Max stated grimly.

Green eyes narrowed, focussing on the Galvan. "About what?"

"About Feedback," his grandfather answered. "You're growing too dependent on him and it isn't healthy."

Ben kept his eyes on Azmuth, but the sudden steel in his gaze indicated that he had heard Max. Azmuth stared coolly at the young boy. "If you keep overusing the Conductoid DNA, it's going to have a detrimental effect on your ability to use other forms."

Fists clenched angrily. "Oh, so now you're telling me that I can't use Feedback anymore?" Ben demanded. "I don't think so!"

He twisted on his heel and stormed out. Gwen frowned in disapproval and hurried after her cousin in the hopes of instilling some common sense. Max rubbed his face tiredly. "I'm sorry, Azmuth."

"You have nothing to be sorry for," he dismissed. "This is nothing I didn't expect. In fact, I'd have been terribly surprised if he took this _well._"

"Why didn't you come sooner?" Max wondered. "Normally when something happens to the Omnitrix, you're here in a flash."

A dry smile crossed Azmuth's face. "That is to be expected, isn't it, of someone who has spent centuries working on the perfect creation only to have it fall into the grubby hands of a ten-year old."

Max didn't respond and continued to stare expectantly. Azmuth sighed and said, "I was hoping that he would have enough sense in him to rotate through his aliens. But I should have known better than to expect so much."

The man opened his mouth to respond. But before a syllable could leave his lips a great trembling rocked the Rust Bucket and everything tilted as the Rust Bucket flipped over. Azmuth let out a grunt when his head smacked off the wall as the R.V. slammed to the ground. The cupboards opened up and the contents spilled to the tiled floor with ugly noises.

"I don't suppose this is a result of a tantrum," Azmuth quipped, managing to pull himself into an upright position.

"Not this time," Max answered gravely.

He was about to make his way to the door when the Rust Bucket flew back up and righted itself, sending everything in the mobile home going for another spin. Azmuth dropped to the floor with an annoyed grunt. "This is getting rather tiresome."

"What is going on out there?" Max frowned. He picked Azmuth up and walked over to the window, peering out to see what the cause of the commotion was.

Gwen's scream of horror and Malware's wicked cackle could be heard from inside. Ben, in the form of Feedback, was trapped in Malware's grip. With wide eyes, they could only watch helplessly as Maleware wrapped two fingers tightly around the Omnitrix symbol embedded in Feedback's chest. Red lines raced across Feedback's body and with a mighty rip and a bright flash of red light, Ben was pulled from the form.

"We need to help him!" Max cried.

"No, we don't."

The elderly man stiffened and stared down at the Galvan with disbelief. "Malware just ripped out one of Ben's forms from the Omnitrix! He's harming him _and_ your device!"

"No," he replied, a bit more serenely than Max liked. "He's teaching Ben a much needed lesson."

"Well, this is quite a surprising turn of events," the failed Mechamorph jeered, loud enough for the occupants of the R.V. to hear. He tossed Ben roughly to the ground. "I believe this is your favourite alien form, isn't it, Tennyson? I think it's time you said goodbye."

"_Noooooo!" _Ben screamed, watching in agony as Feedback turned to red dust and tricked lifelessly out of Malware's grasp.

"I have come for Azmuth, and I would like very much to destroy him with his most treasured creation," Malware declared, turning to face Ben. "Give me the Omnitrix."

Tears dripped down Ben's pale face as he staggered to his feet, breath coming out in pants. His chest burned with fury, regret and angst, for the loss of his most beloved form, the form Malware had stolen from him.

"You want the Omnitrix?" he cried, his voice strangled with hatred. With a trembling hand he twisted the dial until the circuitry beneath was exposed, glowing green with energy. _"Take it!"_

He plowed his fist right into Malware's chest with a scream that was mixed with despair and rage. Surprised, Malware stumbled back a few steps from the force of Ben's punch. But the surprise lasted only for a second-soon he was consumed by the delightful power of the Omnitrix.

"Yes! _Yes! _The power of the Omnitrix is finally mine!" Malware cried, relishing in the energy that surged through his programming. "No! Wait! The power is overwhelming me! _Stooooop!"_

And it was when green volts began to crackle and light up the evening air did Max race outside. _"Ben, stop!"_

But Ben's eyes were hardened with resolve. He shoved his fist deeper into Malware with a final battle cry. Gwen and Max could only watch in horror as the energy consumed both Ben and Malware, their screams mixing together in a frightening and shiver-inducing duet.

Then Malware exploded, pieces of him flying everywhere. The energy of the Omnitrix condensed into a ball for a split second before it too exploded, sending Ben flying back and crumpling to the ground.

"Ben!" Gwen cried. She and Max raced over to the eleven-year old to see if any harm had befallen him. "Are you okay?"

He could only give the briefest of nods, his head ducked down. "Could you look up for a second, sport?" Max asked gently, wanting to see for himself the state of Ben's health.

The boy continued staring at the ground, body trembling with emotion. He discovered that he _couldn't _look up, didn't want to, for he knew what he would see-Azmuth's disappointed, and most likely annoyed, gaze. He had disobeyed yet another order from the Galvan and was facing the consequences of his arrogance. Feedback was gone, probably forever, and it was all his-

A warm hand settled on his shoulder but Ben rejected the attempt of comfort, shrugging it off and staggering to his feet. Before anyone could say anything he was charging across the grass and towards the dense forest, tears flowing down his cheeks and his breath coming out in choked gasps.

He ignored the pleas for him to come back and continued running, sneakers pounding against the muddy forest floor. He smacked tree branches out of his way and stumbled over roots. The toe of his shoe caught on the edge of a stone and he slammed into the ground, where he did not make a further move to get up.

For what seemed like forever, the only sounds in the forest were the sounds of his distressed sobbing. And then it was broken by a familiar, no-nonsense voice saying, "You will stop this foolishness this instant."

Slowly, Ben lifted his head from his arms and turned it slightly so that the side of his head was resting against the crook of his arm. Guilt and shame swept through him as his shiny emerald gaze locked with Azmuth's cool onyx stare. "Have you come to say I told you so?" Ben asked bitterly, the final tears snaking along his pale cheeks.

"I should," he agreed. "But I won't. Merely because I fear you will start your blubbering all over again."

A scowl crossed Ben's features. "What? I'm not allowed to cry now?"

"You are allowed to, but that doesn't mean you should." Azmuth folded his hands behind his back. "Crying is not going to change anything that just happened."

"But I just lost Feedback!" Ben said, his voice trembling slightly. "How am I supposed to react to that?"

"With anger, I suppose. But not tears. You need to remember that your alien forms are _not _real."

A steeliness replaced the tears. "They're real to me. They're more than just alien forms. They're a _part _of me. When Feedback turned to dust, it felt like something inside me turned to dust with him."

Azmuth could not help but feel a flare of admiration at the firmness in the boy's tone. Ben had always held an affection for his aliens, one that he could not fathom, as the forms were only shadows of their species.

"Feedback was important to you, then?" he asked casually.

Hesitantly, Ben eyed him before giving a slow nod, unsure of where his mentor was going. "Well," Azmuth continued, "you can take something away from this."

"What?" Ben asked, baffled.

"You have lost, Ben Tennyson."

"_That's _what I'm supposed to take away from this whole mess?" Ben demanded, annoyance and frustrating creeping into his voice.

"Yes. It is not often that you lose, is it?"

"N-no," he admitted, brow creasing as he thought. "No, I don't lose often."

"Then how are you supposed to learn anything if you keep winning?"

Blinking, Ben sat up and stared at the Galvan for a long moment. Azmuth did not interrupt the silence, only watching the deep, speculative expression on the child's face. "I guess I don't," he finally replied. "Learn, I mean. But…what am I supposed to learn from this?"

"That, Tennyson, is for you to discover. Even if it takes you a few years."

There was something in his voice, something that told Ben that it probably _would _take him a while to understand the lesson from this whole disastrous event. And that that was okay. He still felt horrible about letting Feedback down. He would feel horrible for a long time. But Azmuth had a knowing glint in his gaze, a glint that promised that everything would work out in the end.

"Azmuth? I'm sorry," the boy apologized softly. "I should have listened to you."

"You should have," Azmuth replied, twisting on his heel and beginning to walk away. "But it's not me you should be apologizing too."

Grief consumed the eleven-year-old once more and he gave a nod, even though the departing Galvan wasn't watching. In a quiet voice, he murmured, "I'm sorry, Feedback."

"Tennyson? Are going to continue lying in the mud like an uncivilized urchin or are you going to come and go soothe your grandfather's worries?"

"Coming!" Ben called and scrambled to his feet.

Even if he didn't quite understand Azmuth's words about learning a lesson from losing, that was okay. What mattered was that Azmuth was still there by his side, and so long as the Galvan stayed there, everything would be fine.


	3. Dealing With the Hatred of a Hero

**I do not own the Ben Ten franchise.**

**Dealing With the Hatred of a Hero**

"Mommy, look! It's Ben Ten! He's-!"

A sharp hiss cut off the little boy's excited chatter. Ben turned around in time to see a mother hustling the confused blonde boy down the sidewalk, a glare over her shoulder as they went. Irritated, he turned around and gripped the cardboard smoothie cup, slouching against the stone wall that divided Mr. Smoothy's courtyard area from the main street.

"What's her problem?" he grumbled under his breath. "It's not like I'm gonna containment her kid or anything. It's a watch, not a disease."

But he knew that wasn't the problem-at least, not all of it.

Ever since the world found out his true identity, every adult in Bellwood (with the exception of a select few) gave him nasty looks as he walked down the street and guarded the children as if he would snatch them away at any moment.

It was highly annoying.

"'scuse me?"

Startled from his brooding, Ben glanced up to see a little redhead girl smiling shyly at him. "Are you the monster boy?"

He opened his mouth to correct the girl, that they were aliens, _not _monsters. But her earnest gaze stopped him. "Yeah," he agreed. "That's me." Really, she probably didn't even know the difference between monsters and aliens.

"Could you change into the big doggie for me?" she asked hopefully. "Please?"

Hesitating, his emerald eyes darted up and down the street in search for angry parents storming towards him. "I suppose," he finally said. It wasn't often kids got close enough to make such requests and he really didn't want to disappoint a fan.

But as he twisted the dial of the Omnitrix, he realized that it had been a while since he turned into Wildmutt. "Please don't mess this up," he pleaded softly to the alien device. The last thing he needed was to traumatize the girl.

He slapped the dial down and in seconds he transformed into the orange-furred beast, snorting madly. The girl beamed in delight and happily patted his head. Wildmutt rumbled in pleasure and nudged against her hand.

"_Melissa! Get away from that freak!"_

The purse came from out of nowhere, slamming into the side of Wildmutt's face with such force that it sent him toppling back in surprise, creating a sizable crack in the stone wall. Indigent, he hit the Omnitrix symbol embedded in his chest, reverting back to a fifteen-year-old.

"What do you have in that thing, lady?" Ben snapped, rubbing his cheek. "Dumbbells?"

"How dare you come near my child?!" the woman hissed, collecting her daughter close. "I should report you!"

"First of all, _she _came up to _me_. Second of all, I'm a _hero_. The greatest hero in the universe! I shouldn't have to take junk like this. You should be _thanking _me."

"Excuse me, young man! Who do you-?"

"I'm Ben Tennyson!"the wielder snapped, climbing to his feet. "I'm the guy who saves this town on a regular basis! If it weren't for me, you'd probably be six feet under by now!"

The words left his tongue before he could halt them. Not wanting to be struck again, he hastily turned on his heel and stormed away, knowing he had crossed a line. But he needn't have worried-the woman was too furious to speak and Melissa waved happily after him. "Bye bye, monster boy! Thank you for showing me the doggie!"

_I wish everyone could be like her, _Ben thought ruefully as he rounded the corner, hands shoved in his jacket pockets. _And I don't understand why they're not._

He didn't understand the glares of distrust, the bitter comments, and the slander that was on the news twenty-four/seven. When his identity had been a secret, he hadn't received as much hate as he was getting now. So what was the difference between the anonymous aliens and Ben Tennyson, the guy who turned into them?

Frustrated, he glared at the Omnitrix. "You know, sometimes you're more trouble than you're worth." He gave the dial a sharp smack to vent his emotions and the hit caused the Omnitrix to enter call mode.

"_Please state name of being you wish to contact."_

"Azmuth."

It was funny, when he thought about it later, that Azmuth was the answer to that question. When he hadn't meant to call anyone at that time, the name of the Galvan spilled from his lips. If he were being honest with himself, he would admit that he had wanted to speak with his mentor for a while, ever since his true identity was revealed.

But he knew Azmuth would only roll his eyes and say he was behaving childishly. And oddly enough, more often than not, those words were a comfort. It meant that whatever he was worrying about wasn't anything he should be concerned with.

After a few rings, Azmuth's voice drifted from the small speakers attached to the sides of the watch. _"What do you want, Tennyson?"_

Well, that oh-so familiar irritated tone never stopped him before. "Azmuth, do you have a moment?"

_"For what?"_

"I want to talk."

_"I don't have __time __for small talk, Tennyson. I am a busy-"_

"Azmuth, please." The emotional exhaustion of the whole ordeal finally caught up and he felt no shame when his voice fell to a desperate plead. "Please?"

A silence ensued and for a moment Ben feared that the Galvan would reject him at a time where he needed him most.

_"Alright, Ben,"_ the Galvan finally answered, soothing the boy's worries. _"We'll talk."_

A bright green light engulfed him for a moment and when the light faded he was standing in the vast laboratory that was Azmuth's. The genius was currently tinkering with something, his multiple-use remote lying on the lab table. Ben carefully took a seat by the high rise windows, crossing his legs and making sure not to jostle anything.

It only took a few minutes for Azmuth to finish up whatever he was doing and he turned around, brushing his hands against his robes. "Well?"

So many questions bounced through Ben's mind. He didn't know where to start, didn't even know how to form his emotions into words in a way Azmuth would understand. But then, just as Azmuth's brow began to arch in slight impatience, the boy asked, "Do you hate me?"

The brow arched higher, this time in bafflement. He was about to dismiss the foolishness of the question (after all, if he hated Ben, the Omnitrix wouldn't still be in his possession) but the desperate shine in those emerald eyes caused him to falter. Something was troubling his wielder, and for Ben to come to him instead of Max, it meant he ought to take the matter seriously.

"No, Ben. I do not hate you."

Rather than cheering up at this, like Azmuth expected, Ben gave a small frown. "Then…why does everybody else?"

Ah. Now it made sense.

The revelation of Ben's identity had brought about mixed reactions from the people of Earth. That much the Galvan knew. But from the child's current behaviour, it seemed that the reactions were more negative than positive.

"I cannot speak for anyone else, Ben."

"I know. But…I mean, you made the Omnitrix." Ben fiddled with the device on his wrist and for once Azmuth did not berate him for it. "If the creator of the Omnitrix likes me, why can't everyone else?"

"Your logic is severely flawed," Azmuth said bluntly. Ben looked at him in confusion and he elaborated. "Just because I happen to have a positive regard for you doesn't mean any other human should. It's much more complex than that."

"Okay, yeah, they may not _know _you like me, but they should at least trust that I've been entrusted with the Omnitrix for a reason. That should be enough to stop them from cursing me as I walk down the street."

"You hardly make a good impression," Azmuth said flatly.

Ben screwed his face up. "I was about to blow up along with the universe. You can hardly fault me for banging you up a bit-you were being impossible."

"Such as you are on a constant basis."

The teenager was about to retort when he recalled his earlier remarks to the mother of Melissa. Remarks that she had not deserved, and an arrogance he should not have. "As always, you're right," he grumbled and rested his chin in his hands. "Maybe I didn't make the best impression on them. But I _save _them. I don't understand why they distrust me so much! I'm a hero."

"No. You're a child," Azmuth corrected. "If you were an adult, would _you _trust your life in the hands of a boy who has yet to make it through puberty?"

"I…guess not," Ben agreed slowly. "But I would change my mind after I saw what a good job was being done."

"Would you trust a device, a device that Earth technology will not be able to accomplish for hundreds of years, that has the ability to turn anyone into an alien?"

"Depends on who's using it."

"Ah. Do these people know you, Ben Tennyson?"

Surprised, Ben stared at Azmuth for a moment. "No," he finally said. "They don't know me at all."

"Couple that with fear of something they don't understand, and you're going to have to work to win the public over."

Ben mulled this over. "Yeah, you're right. I guess I overreacted…"

"You always do." Azmuth paused for a moment before addressing the issue that had unsettled him since the reason for the teen's visit became clear. "Ben, you cannot expect everyone to like you. It is unrealistic."

"I don't expect everyone to like me," he corrected. "I just…expect to be able to walk around my own town without feeling like someone's glare is going to burn my flesh."

"What you expect and what people deliver are not always the same. If the adult population of Bellwood never warms up to you, then that is how it is, and you will take it like a man instead of fretting over it like an insecure child. Do I make myself clear?"

"Yes, sir," Ben responded automatically. An embarrassed flush crept up his neck. "I…I'm sorry for bothering you. You have more important things to deal with than my teenage hormones."

"I suppose it couldn't be helped," Azmuth replied dismissively.

If he were to be honest, he had grown worried when the boy's tone, which was almost always full of confidence, had turned desperate and almost broken. The reason for his distress was entirely infantile, but Ben was always a bit too concerned with the trivial and unimportant matters of life. He never did know how to properly express his emotions, and the only way for him to calm down from an emotional high was to discuss them with someone.

Which reminded him…

"Why did you not speak to your grandfather about this?" Azmuth asked. He knew the boy held affection for him, and he'd be lying if he said he didn't hold some affection for the boy as well. But he didn't think that Ben would ever come to him before going to Max.

The sudden question caught Ben by surprise, but only for a moment. He smiled. "Grandpa's great to talk to. But sometimes, he doesn't quite tell me what I need to hear. You always tell me things straight up, whether I want to hear it or not. I appreciate that-even if I don't always act like I do."

Azmuth stared at the wielder for a moment before he shook his head, a smile of his own curling across his face.

Yes, his fondness for Ben had only accumulated over the years, starting as spark on that fateful day the ten-year-old burst into his compound with demands and orders. But he wouldn't tell Tennyson that.

It would only inflate his ego, and _that _would defeat the purpose of this entire conversation.


	4. Stolen Intellect

**I do not own the Ben Ten franchise. This chapter holds dialogue directly from the Omniverse episode **_**For a Few Brains More. **_**An exploration of Azmuth's thoughts and feelings during the episode.**

**Stolen Intellect**

"Azmuth, Ben Tennyson is on call stream."

"Take him _off_ call stream," came the First Thinker's curt response. The Galvan was currently standing amongst a sea of wires that flowed from one of the many computer systems centralized in Galvan Prime's main tower. "I don't have time for his blathering."

Myaxx, his personal assistant, crossed her arms dubiously. "If I may be so bold-"

"I'd rather you didn't," Azmuth replied.

But she did, anyway. "You haven't made much progress in the past two hours."

"That's because some numbskull wired the system backwards," he hissed, casting a quick glare over his shoulder at the numbskull he was referring to. The Galvan only shrugged in apology. After all, it was humiliating enough to have to admit that you read the instructions wrong, especially if you were a Galvan.

"You know he's only going to keep calling. Besides, it might be important."

It was Azmuth's turn to glance dubiously at Myaxx. He supposed, by Ben's standards, that his calls were important. In reality, they were nothing but a waste of precious time. He was beginning to regret giving the sixteen-year-old boy his number.

But she did have a point. Ben never took the hint and continued to call until the genius gave in and answered. And apparently, it was a routine that was continuing on its cycle. "Fine," he grumbled, dropping a cluster of wires. "_You _can deal with this then."

He left his assistant to deal with the wiring nightmare and approached the call monitor. He pressed the button and crossed his arms impatiently. "This better be good, Tennyson."

_"Is the Omnitrix supposed to be buzzing?"_

Azmuth noted that his voice sounded a bit off, but he didn't concern himself with it. Humans were notorious for their consistent acquiring of diseases. Their immune systems were rubbish. "I'm going to kill you, Tennyson."

_"Azmuth, seriously, it's glowing now. I think I broke it."_

"You're _always _breaking it!" Azmuth snapped. "If I have to come down there, I'm taking the blasted thing back with me."

_"Azmuth!"_ Ben whined. _"Give me a break!"_

"I think I've given you too many," he returned.

_"Are you gonna help me or not?"_ was the impatient reply.

Azmuth hesitated. He hadn't _felt _any disturbances from the Omnitrix, and the console linked to the device wouldn't be any help, as it was currently in the process of being rewired. "I'll be there in a moment," he finally agreed. After all, he had spent six years creating that Omnitrix. He wasn't going to take the chance that the problem was nothing-especially since it was in the hands of the most clumsy and accident-prone creature in the universe.

_"Great! I'm at Mr. Smoothy's."_

"You don't need to tell me where you are." Azmuth rolled his eyes. But he set the destination in the remote and pressed the button. A green light engulfed him, transporting him towards the popular teen hangout that Ben favoured so much. When the light dispersed, it was not the familiar green orbs he was peering into, but a wicked red that made his body seize.

"Albedo."

The Galvan trapped in human form quickly bent down and grabbed Azmuth, lifting him up from the ground. "Well, well. It's been so long, First Thinker. I'll take that little device of yours. Can't have you leaving so soon."

Azmuth narrowed his eyes as the remote was wrenched from his hand and stomped underfoot. "That was a clever trick, Albedo," he said coolly. "It seems that you have more of Ben's DNA than previously thought."

"No thanks to you," Albedo hissed, his eyes hardening in rage. "I've been stuck in this infernal form for far too long. I'm getting out-_permanently._"

"And how do you propose to do that?"

"Oh, I've already figured that part out." Albedo grinned evilly. "But that's a secret."

A sharp pain cut through Azmuth's small form, and he convulsed for only a moment before going unconscious. Albedo raised his Ultimatrix to his lips and demanded, "Khyber! Bring the ship down. I've got him."

Now all that was left was to trick Tennyson into his trap. Then everything would be in place.

And he'd be rid of Azmuth _and_ Ben once and for all.

…

When Azmuth finally awoke, it was with a headache that only worsened when he squinted his eyes, as he was in complete darkness. His arms and legs were restrained and a metal band snaked around his cranium, and he could feel thick wires brushing the back of his neck.

Albedo had never been a particularly difficult character, so it wasn't hard to figure out what the demented Galvan was up to. To Azmuth, it was rather obvious, though he doubted Ben would have even an inkling as to what Albedo was up to.

He knew it was only a matter of time before the teenager showed up. Albedo wouldn't pull such a scheme without his arch-nemesis around to witness the grand reveal. If it was one thing Albedo always had, it was a flair for the dramatic.

It was horribly vexing, knowing that he couldn't do anything except hang limply in his restraints. With his remote destroyed he didn't have a way to contact the Omnitrix wielder. All he could do was wait. Which wasn't ideal, considering he didn't hold a large capacity of patience.

But it wasn't long, he'd guess about twenty minutes, before voices and shouts erupted from wherever he was being held captive. Soon the panel blocking him from sight slid back, and he had to take a moment to adjust to the bright fluorescent lighting of whatever forsaken place Albedo had dragged him to.

When his vision cleared, he found himself staring into the frightened gaze of Ben Tennyson. _"Azmuth!"_

Fear laced that one word. Azmuth's gaze flicked over to Albedo, who was no longer in human form. He managed to maximize his original Galvan form and was floating in midair a few feet away. There was glee on his expression. He knew he had Ben where he wanted him-the boy wouldn't do anything if told harm would befall his mentor.

Azmuth turned his head back to Ben and gave him a sharp glare. He lost track of the amount of times he told the boy to stop allowing his emotions to control his thoughts. He needed to calm down and think this situation through.

Ben caught the unspoken warning and took a quick breath to steady himself. Green eyes hard, he glared at the two villains standing before the chamber that contained the Galvan.

The daring expression not unmissed, Khyber snapped, "Stay back! You're little old Galvan wouldn't hold up to rough play."

Fists clenching, Ben frantically assessed the situation. Grandpa Max and Rook were armed, and he of course had his Omnitrix. Though it wouldn't do much, since Khyber had some new pets with a Nemetrix attached to each. A natural enemy for every one of his aliens.

"Albedo, this is exactly the kind of thing that got you fired," remarked Azmuth. His former assistant had always been a bit too eccentric and ambitious for his tastes.

Albedo's only response was a frustrated growl. It seemed that he understood that he could never best the First Thinker in a battle of wit. Azmuth's sharp tongue was difficult to beat.

Ben darted his gaze between the two Galvans for a moment before finally settling on Azmuth. "What's the game plan Azmuth?" he asked, unable to keep the anxiousness from his tone. He understood that he was admitting he had no idea where to go from here, but there was no time to worry about his pride. "The smartest guy in the galaxy must have a thousand contingency plans in place!"

_He _must _be joking, _thought Azmuth.

But one look at the teen's face told him otherwise. "_Contingency plans?" _he echoed in disbelief. "Who has time to worry about that nonsense? Hurry up and extricate me!"

Frankly, his limbs were aching and he really did not Albedo to get a hold of his vast intellect. Not because he believed the world would be doomed, but because it would be utterly humiliating if he lost his intelligence to that crackpot.

His demand seemed to spring Ben and his teammates into action. They jogged towards him, wariness in their gazes with each step they took.

Khyber let out a whistle, the slits in his neck contracting as the shrill sound pierced the air. One of his beasts jumped into action, multiplying by three and tackling the three heroes to the ground with little trouble.

"What the-?" Max said, shocked.

"Ditto predators," said Ben grimly, struggling under the creature.

Albedo smiled smugly and floated to face Azmuth, his red eyes sparkling in triumph. "First Thinker, I know you're wondering why I brought you here."

Azmuth levelled him with a disinterested glance. He knew very well what was going to happen. While he wasn't terribly concerned (Albedo had no idea what he was in for) it was still embarrassing. "If you're going to go into detail, for goodness sake, be brief."

Albedo scowled. It unnerved him, how calm Azmuth could be in such drastic situations. He wanted to see fear, he wanted to hear him plead. But it was obvious that, no matter what he did, Azmuth would not give him any satisfaction from his capture. "Fine," he hissed. "Briefly."

He floated up and around his device. "I have built a cerebral vortex. I shall drain off Azmuth's mental abilities and use them to augment my own ultimate Galvan mind. Why? With my hyper-evolved brain combined with Azmuth's-"

"You'll be about as smart as Azmuth," finished Ben, sparks of unease twisting through his gut. Above and beyond his race, Azmuth's intellect was not something he wanted in someone else's mind-especially if that mind was Albedo's.

"I'm afraid you haven't thought this through thoroughly," Azmuth said idly, feeling the need to give his former assistant a warning, even though he knew it would go unheeded. Nevertheless, no one would be able to blame him for not trying.

"Don't talk down to me First Thinker!" Albedo snapped, turning the cerebral vortex on.

Severe pain jolted through his body, the majority of it taking place in his head. He could feel his intellect being sucked out slowly, almost agonizingly.

"And I wasn't fired. I quit!"

…

In his unintelligent state, he could barely form coherent thoughts, never mind words. While he was _aware _of the events happening around him, he didn't understand them. His intellect, which took the form of a glowing green sphere, understood everything, but had no idea what has happening.

It was an unideal situation.

After attempting a few times to assist Ben in getting his brain back into his body, he quickly realized that this was just one of those situations where he needed to rely on Ben to get the job done. It wasn't an entirely comforting thought, but he grudgingly admitted that the boy always pulled through in the end.

He would just have wait.

How he hated waiting.

But before he knew it, he was jolted from his completely oblivious state back into his sharp, observing state of mind. With a soft grunt, he opened his onyx gaze to see Ben peering worriedly down at him. "Azmuth? Buddy? Pull my finger?"

Azmuth stared at the extended index finger, dimly aware of the moment where he had done the same thing to the boy. His second mind had fused with his intellect, allowing the memories from both brains to merge together.

"Don't be infantile," he dismissed, swatting the finger away and sitting up.

Relief flooded the boy's gaze and he gave a smirk. "You know, you'd still be the smartest guy in seventeen galaxies if you lightened up."

Azmuth glanced up to see a knowing glint in Ben's eyes. The teen understood that there was no need to discuss the events that had just occurred. He understood the reasons why Albedo's plan failed, and knew that there was no need to reiterate what they both knew. Strange, really, that these moments of clear understanding occurred between him and a sixteen-year-old Earthling.

"_Five _galaxies," the Galvan corrected. "Why is that difficult to remember?"

There was no _thank you _from him_, _no exclamation of _are you okay? _from Ben. His sharp and condescending remarks did not faze the boy, who fell easily into the banter that they had been exchanging for nearly six years.

"Whatever." Ben rolled his eyes. "But as long as your brain is back, I have a question. With the old Omnitrix controls I got whatever alien I wanted, practically every time. If you're such a genius, how come-?"

"I _am _a genius," interrupted Azmuth, sending the boy an annoyed glance. "But I expected more dexterity out of those fat fingers of yours."

Ben's face flooded with indigence. Azmuth hastily turned on his heel and strode to Albedo, his back to the child and his smirk hidden.

"They look okay to me," Ben muttered, and despite the fact Azmuth was no longer facing him he could visualize the pout forming across the boy's lips.

"Then stop banging so hard on my Omnitrix," he chided, moving closer to the unconscious Albedo. "The impact sends the timeout function to a random-"His eyes fell onto the piece of technology clamped to Albedo's back. "Hello. Clever device. Looks like it could run forever." He tinkered with it briefly before fastening it back to Albedo's robe.

He turned back around to face the three Plumbers. "Well, call if you think-"

He caught Ben's eye and the child gave a mischievous smirk. He knew very well how his calls annoyed the Galvan, and would no doubt abuse his permission. Azmuth turned his head swiftly to Max and amended, "Max_, _call if _you _think it's important."

As he teleported away, he wished he could stick around to see Albedo's reaction when he discovered he would be trapped in the form of an eleven-year old Ben Tennyson. But if he did, his wielder would only tease him for being infantile.

Such was the nature of their relationship, not that he wished it to be any other way.


	5. Knowledge Is Power

**I do not own the Ben Ten franchise. **

**Knowledge Is Power**

Ben slurped lazily on his smoothie, head lolling against the arm of the couch. It was roughly one in the afternoon, and he had the house to himself. His mother was out running errands and his father was at work. He could watch television to his heart's content.

The best part was that it was a Monday. He was currently missing third period calculus, not that he cared. He wouldn't ever have to worry about calculus again. In fact, he wouldn't have to worry about any type of math, science, English, history, geography or sociology for a while.

After accumulating a large amount of missed days and classes, he finally decided to drop out of the eleventh grade. He wasn't doing that well anyway, and he held no interest in the academics-never had. His heroics took up a lot of time, and after promising his parents that he would take his GED in a few years, they allowed him to temporarily forsake his education. They understood that being a universal hero was important to him, and could not deny that saving lives on a daily basis was more important than learning algebra.

They hadn't put up much of a fight, which was a relief to Ben. He knew that he'd drop out either way, so it was nice not to have his parents snapping at him the whole way (not that they did much snapping to begin with).

His Grandpa Max, however, had _not _been pleased.

But all he could do was give his grandson a stern and disappointed lecture, which Ben half-heartedly listened to. Ben was sixteen, after all, and his parents weren't objecting.

So now he was an official high school dropout-not something he was terribly ashamed of. He'd done worse things.

A contented smile curled across his lips as he watched cartoons. "Oh yeah. I could get used to this."

"_Tennyson!"_

The furious tone snapped Ben out of his lethargic state. He was flying over the back of the couch and cowering behind it before Azmuth fully materialized into the room. Nervous green eyes peered overtop the edge. "What's up?" Ben asked hesitantly, trying frantically to figure out what he had done recently that would make the Galvan so mad at him.

"Would you care to enlighten me as to why you've dropped out of school?"

Stunned, Ben stared at his mentor, who was glowering at him from the glass coffee table situated in front of the couch. The television was still blaring, and with an impatient huff, Azmuth stepped on the _off _button on the remote control. The television flashed to black, and silence descended upon the room.

Finally, Ben found his voice. _"He told!" _he accused. "Grandpa Max blabbed!"

"His choice of informing me was done out of concern for you," snapped Azmuth. "And I am glad he told me. I will not have my wielder being an ignorant, uneducated moron."

"It's _Earth _high school!" Ben protested, panic welling in his stomach. He knew very well how much value Azmuth placed in education and the gift of intellect. He hadn't expected him to learn of his dropping out so quickly. "What do you think I'm learning? Seventh-level intergalactic robotic engineering?"

"It is still important," Azmuth said firmly. "It may not be of high quality, but it is still an education."

"I'm not missing much," insisted Ben. "I mean, how is math or history or science or English going to help me in the long run?"

It was a stupid question, and he knew it the second Azmuth levelled his onyx gaze on him.

"History is for you to learn the origin of your country," said Azmuth coolly. "To understand the politics so that you can enforce them, to appreciate the heritage you share with others. To remember the greatest follies of mankind so that you can strive not to repeat them. All mathematics are important, so that you can learn how to figure out complex situations in the real world-"

"What situations?" Ben cried.

Azmuth arched his brow and glanced briefly at the Omnitrix strapped to Ben's wrist. The boy flushed and pouted. "It's too advanced for me," he muttered feebly.

"Earth equations and theories underlie even alien thinking," Azmuth informed. "If you continued taking advanced math and science, you would begin to understand the workings of the Omnitrix. As for English, it helps you to broaden your mind, sharpen your analytical skills. Do you need me to continue?"

"No," Ben said hastily. "Please don't."

"Very well. Let us return to your idiotic decision to abandon your educational pursuit."

Ben gave a groan and rolled over the edge of the couch, collapsing on the cushions on the other side. "Why should I bother? You wouldn't understand!"

"Try me," Azmuth said dryly.

"I'm too busy," the boy explained. "I don't have time for school. There are villains to defeat, mobs to soothe, plans to foil, so on and so forth."

"I'd like to point out that you are not the only Plumber on this Earth."

"No, but I'm the only one with an Omnitrix."

"You think your fellow Plumbers can't handle intergalactic threats like you can? You think that their graduation from Plumbers' Academy means nothing?"

"You're making me sound like an arrogant, self-centered jerk!" Ben wailed.

"You are, sometimes."

"What's it gonna take for you drop this?" Ben asked, green eyes brightening with hope. Azmuth was a busy Galvan, and the teen knew his mentor would rather be tinkering in his lab then be scolding and lecturing him. "I mean, you're going to be here for a while. I'm not gonna cave on this."

"Very well," came Azmuth's short response. "I will not waste my time."

He disappeared in a flash of blue light and Ben sagged against the cushions in relief. "Well. That was easy. If only-"

He cut himself off, a sudden, suspicious frown curling across his lips. It went easy. Too easy. Something wasn't right.

He snapped his gaze to his left wrist.

It was bare.

"_Azmuth!"_

…

"He's here."

Azmuth glanced up at his assistant, fingers hovering over the holographic keypad of his personal computer. Myaxx wore an amused smirk, her eyes flickering to the green and white watch resting on the Galvan-sized lab table.

"Entering the atmosphere?" he inquired.

"Yeah. Should land in ten minutes."

"Intercept him and bring him to me."

"Yes, sir."

Myaxx departed and Azmuth finished typing up his report. He had ignored thirty phone calls and fifteen video streams. Two hours later and the boy was finally here, no doubt with some choice words.

Twenty minutes passed before the brunette sixteen-year-old appeared in his laboratory. His fists clenched and unclenched, his mouth opened and closed, his face was flushed with anger and bright green eyes darted between the Galvan and the precious piece of alien technology. Azmuth only stared at him calmly, arms crossed over his chest and brow raised.

Finally, Ben found his words. "You drive me crazy!"

Azmuth's lips twitched, but he did not let the smile surface. "And you me."

Ben pursed his lips and stomped his right foot irritably to the floor. It was entirely childish, and also entirely Tennyson, so Azmuth did not comment. "But it's not fair!"

"I do believe that it's my Omnitrix."

"But you _always _use it as leverage!" Ben whined. "Whenever I do something you don't like, or even _think _about doing something you don't approve of, you just snap your fingers and take it!"

"And you learn your lesson," replied Azmuth.

Ben faltered, the fire in his eyes dimming. Yes, he got big-headed. Yes, he sometimes got too reckless. And before he ended up hurting himself or doing something irreversibly stupid, Azmuth was there to remove his most prized possession until he gathered his senses.

"…but I'm an idiot," he finally said in a defeated voice. "What's the point in doing something when I always fail?"

And that was what the Galvan had been waiting for.

He knew that the boy did not drop out of school so he could focus on being a hero. He was not so arrogant as to believe he didn't need to continue his schooling now that he had fame (and admittedly some fortune). Ben might have fooled himself into thinking that school was distracting him from being a hero, but he wasn't fooling Azmuth.

"You are not an idiot."

This sent the downcast expression flying from Ben's face. He stared at Azmuth with wide eyes, attempting to wrap his head around what he had just been told. "But…you always call me an idiot," he said with a frown of confusion.

"Because you _act _like one," Azmuth said. "You are reckless and impulsive and you act on emotion rather than logic. It gets you into trouble, and sometimes you have difficultly learning from your actions. But you are not an idiot."

"You obviously haven't seen my grades," Ben said flatly. "I'm lucky to be a solid _C _student."

"You don't try. You don't apply yourself. You're lazy. You get low grades because you don't expect much of yourself, which is rather ludicrous. You know what you're capable of. You've used quick thinking in countless situations over the years. You're clever. You have a head on your shoulders-it's all a matter of how you use it."

Ben frantically tried to process everything he was told. He was in a bit of a daze, to be honest. Azmuth had never really been liberal with praise and compliments, though Ben could usually tell when his mentor was proud and when he wasn't. So to be told he was clever, a quick thinker and capable all at once was a pretty big deal.

"Thanks," he finally said, a soft smile on his face. "So…you really think I can pull out a high school diploma?"

"It doesn't matter if I think so. If you don't, then you won't."

Ben look at his sneaker-clad feet, eyes narrowed in thought. It was difficult, balancing school and being Ben 10, especially considering he had never been very good at the academics, nor did he like them. But admittedly, if he focussed and buckled down, he could improve his grades and get the job done. He _was _lazy-and that affected his schoolwork the most.

Continuing on and getting his high school diploma would make his parents and grandfather extremely happy. It would be the fruit of his labours, a reminder that even though he wanted to give up, he pushed on and pulled through.

To stop now would mean he was a quitter. He didn't like to be a quitter-especially when so many were expecting something of him.

When he expected something of himself.

"Okay," he finally agreed, lifting his head, the familiar shine to his green eyes. "I'll enroll back in school. I'll get that diploma. I promise."

"I know you will." Azmuth smiled. He took the Omnitrix from the lab table and tossed it to the boy, who happily snapped it on his left wrist. "Now leave. I've got important things to do."

Ben rolled his eyes. "Typical." But he went for the elevator and pushed the button. As he waited for the doors to open, he slid his gaze to the Galvan, who had returned to his computer. "Am I _ever _going to win an argument with you?"

His mentor replied without looking up from his work.

"Only in your dreams."


	6. Trial of Benjamin Kirby Tennyson

**I do not own the Ben Ten franchise. **

**This takes place during the episode **_**Universe v. Tennyson. **_**Direct dialogue is in italics. **

**Trial of Benjamin Kirby Tennyson**

When Azmuth descended to the lobby of Galvan Prime's central tower, it was to see a massive collection of his workers (including his assistant Myaxx) gathered in front of the large screen that hung in front of the security check-in station.

"Apparently, I'm not giving out enough work to do," he drawled, though he was more bewildered than mad. He'd never really had much of a problem with those under his direct employ, save for the disaster that was Albedo.

Myaxx turned at the sound of his voice and could not stop the grin that curled across her lips. Azmuth narrowed his eyes suspiciously. "What?"

"You really know how to pick 'em, boss."

It was the vaguest comment he had perhaps ever received, but he instantly knew who she was referring to. Onyx eyes shot up to the screen, which he now realized displayed a bright and all-too clear picture of his wielder standing trial in Galactic Court. "_No_," he moaned, pressing a hand against his forehead.

"Yes," confirmed Myaxx. "The trial is dominating the intergalactic airwaves. Trillions upon trillions are no doubt tuning in."

"What did he _do_?" Azmuth demanded.

"I guess we'll find out." Myaxx crossed her arms and returned her attention to the screen.

"_Intergalactic High Court case #1016-058, Universe vs. Tennyson is now in session!" _Starbeard, one of the highest-ranked Celestialsapiens, boomed. He sat in a hovering booth that loomed high above the sixteen-year-old.

"_Ben Tennyson, the prosecution states that you did willfully and deliberately alter the fabric of reality in violation of the Multiverse Preservation Act,"_ Judge Domstol stated, his metallic digits locked together as he surveyed the boy. _"How do you plead?"_

"He recreated the entire universe?" Myaxx asked, impressed.

"Apparently so." Azmuth scowled. "Something he should have told me. At least that way I could have warned him of the consequences. We're going to have a talk after this debacle."

"You're not going to help him?"

"His violation, his problem." Azmuth crossed his arms stubbornly. "I'm not going to run in and save him every time he gets in trouble. He knows it. He'll only expect me if the situation goes south quickly and drastically."

"So…basically if the Celestialsapiens declare a punishment that will result in his destruction."

"Precisely."

"_Innocent!" _the determined voice rang out. Ben wore a stubborn expression, lips pursed.

"Lying in court. He's not off to a good start," drawled Myaxx.

"He does believe he is innocent," Azmuth corrected. He had known Ben long enough to know how his mind worked. "He would only recreate the universe with his Celestialsapien form if he believed it was the only option. He does not enjoy taking the form he has deemed Alien X. He does not think he's done anything wrong. And in all honesty, he hasn't."

"_I mean," _the boy continued, _"come on, you remember me, don't you Judge Domstol?"_

"How many times has this child been in court?" Azmuth asked in bafflement. "And _how _have I been kept in the dark?"

"You scare him." Myaxx grinned. "He's not going to tell you something if he believes you'll tear him a new one."

"Right. A _long _conversation then."

"_Dom! Wielder of the Omnitrix!" _Ben thrust up his left wrist, the white and green watch standing out against pale skin. _"Savior of the universe…ring a bell?"_

"Did he just refer to the most experienced and honourable judge in the universe as _Dom_?" Azmuth asked, hardly daring to believe the ignorance displayed by Ben.

"Yup," Myaxx said cheerfully. She was enjoying herself immensely. She knew that despite the First Thinker's refusal to run to Ben's rescue, he was greatly worried about the result the trial would have. He could be gruff and dismissive and as cool as he wanted. He wasn't fooling Myaxx. But she wasn't as concerned. Ben had a habit of being the luckiest kid in the world. He'd pull through, just like always.

"_I do indeed remember and admire the great Ben Tennyson. However, since this is a massive class action lawsuit, involving no less than the entire universe and everyone in it…your fate is not just up to me," _admitted Domstol with a heavy sigh.

"Hey, Judge Domstol wants Ben to get off scot-free. He's got to have at least a bit of a pull."

"Not enough." Azmuth frowned and crossed his arms. It didn't surprise him that Ben was friends with the respected judge, as the boy could really charm just about anybody if he wanted to.

"_This trial is being broadcast to quadrillions of beings who will vote on your guilt or innocence. But wait, there's more! Bailiff."_

A golden scale appeared instantly at the bottom of the judge's stand, balanced neatly._ "This device is capable of keeping a one-hundred percent accurate tally of every single vote in the universe in real time,_" the Highbreed bailiff explained.

Ben's green eyes grew wide, and Azmuth could practically read his thoughts. He was calculating just how much of a chance he had at receiving a not guilty verdict. While he certainly had enemies by the buckets, he also had numerous allies, plus trillions and trillions of those who were neutral.

"Anybody here who votes that kid to be guilty is gonna face me!" Myaxx boomed, echoing the thoughts that Azmuth held but did not voice.

"_And one lucky voter will win a fabulous prize!" _Domstol added. He returned his attention to Ben, who was looking as if he could not believe this was happening. _"Is your lawyer present or are you defending yourself?"_

"He better not be defending himself!" Azmuth snapped aloud. Yes, the boy could be charming and quick-witted, but he also had a mouth that often got him in trouble. "I don't care who you get, Tennyson, but you better get a lawyer."

"He can't hear you," Myaxx said in amusement.

"He'll feel my fury," deadpanned Azmuth. "This is no time for pride. I'll foot the bill if I have too."

"_How am I supposed to find a lawyer?" _Ben protested, hand fumbling to snag his phone from his pocket.

"He's totally going to call you," Myaxx predicted. "Know any good lawyers?"

"None of which that are cheap," returned Azmuth, though he was already creating a mental list to relay if Ben should call.

But something fell out of his pocket as he yanked out a slim green cell phone. Ben hastily grabbed the business card out of the air, staring at it with an almost anguished expression. Slowly, the phone went back into his pocket.

"_Aw, man!"_

Azmuth arched an eyebrow at the dismayed tone. He watched as Ben reluctantly pulled on the card, which activated a holographic image of none other than the Galvan lawyer Chadzmuth.

"Not the _worst _lawyer in the world," stated Myaxx.

"Not the best one either. He's slippery and not exactly the most moral of the lot. To top it off, he doesn't have much experience in the Galactic High Court."

"_Look," _the boy grumbled under his breath, resignation on his boyish face. _"I'm sorry I called you a sleazebag, okay?"_

Myaxx burst into laughter and Azmuth managed to keep his grin under control. Sometimes he didn't mind when Tennyson was blunt with others, and Chadzmuth was not really one to turn down a case, so he wasn't worried about refusal.

"_I need your help," _Ben admitted, a pained expression on his face. Aware of what he needed to say next, he pressed his hand against his forehead and begged, _"Please?"_

Barely a second passed and the Galvan lawyer was there, sitting in the seat beside his new client. _"I'll take the case!"_ He declared, shooting the boy a sly smile that no doubt hurt his pride. _"Lucky for you, I never lose."_

With a quick press of a button, his briefcase transformed into a hovering platform. Ben eyed Chadzmuth dubiously. _"So…how many cases have you argued before the Galactic High Court?"_

"_Including this one? One."_

Azmuth shook his head as unease crossed his wielder's face. "This will…be interesting."

"_It'll be a walk in the park," _dismissed Chadzmuth. _"All they have are character witnesses. Nothing to worry about."_

"He looks like he's going to throw up," observed Myaxx.

Indeed, the sixteen-year-old did not look too well. "He's nervous, as he should be." Azmuth shrugged, not wanting to admit that he wasn't entirely confident himself.

"_The universe calls to the witness stand one Ignacius Baumann to the stand!"_ the Highbreed bailiff bellowed.

Bellwood's local shop keeper was immediately transported to the witness stand. Eyes wide, the elderly man snapped his head back and forth. _"What's going on? Where am I?"_

"_Huuuugghhh!" _Ben gasped in panic and hunkered down in his booth, so that only his bright green eyes were peering nervously out.

"He's very brave," teased Myaxx. "What's the story with those two?"

"Tennyson is destruction personified and he's run into that poor man a few too many times," informed Azmuth, stirrings of unease twisting in his stomach.

"_Ben?" _Baumann exclaimed before annoyance took over. _"I might have known."_

"_Please, just do your best to remember any personal interactions you've had with the accused," _Domstol ordered.

"_I'm doomed!"_

_That you are, Ben. That you are, _thought Azmuth heavily.

Baumann's head was soon encased by a mind-reader, which would pick up and display all memories the man would have of the teenager-and it all involved destruction. _"That boy!" _Baumann scowled. _"He's been driving me crazy with his antics all my life!"_

"_Let's see what our home viewers have to say about that," _Domstol decided.

Both Ben and Azmuth watched as the guilty meter grew, heavily outweighing the innocent votes, which the Highbreed bailiff voiced.

"_Save me!" _Ben squeaked, fingers woven tightly into his brown locks.

Chadzmuth went to hover directly in front of the witness stand. _"Mr. Baumann, do you honestly think that my client is capable of creating a duplicate of the entire universe and everything in it?"_

"_Ben Tennyson isn't capable of creating anything other than destruction to my personal property!" _Mr. Baumann snapped.

Chadzmuth smiled. _"No further questions, your Honour."_

He went back to Ben, who was now regarding the Galvan lawyer with newfound respect. _"Huh. That could have gone so much worse."_

"You're not out of the woods yet, Ben," Azmuth muttered softly.

Starbeard stood. _"The prosecution would like to call its own witness."_

Rook Blonko took the witness stand next. Ben brightened. _"Rook!"_

"_Ben," _greeted his partner. _"I voted for you earlier! Did I win the grand prize?"_

"_Rook Blonko, would you summarize your partner Ben Tennyson as someone who flagrantly disregards regulation and procedure?" _Starbeard questioned.

"_Absolutely not," _Rook said instantly.

Ben grinned. But Azmuth knew that more was coming, and sure enough, Rook continued. _"To disregard something, one must first be aware of its existence. Ben has frequently demonstrated his ignorance of procedure as well as a countless host of other topics."_

The smile slid from Ben's face as the guilty poll grew. Azmuth could not blame the Revonnahgander, as he was telling the truth. Many situations the teen landed himself could have been avoided if he took the time to learn the different procedures and regulations that dominated the galaxy. But of course, Ben was much too lazy for such a project.

"_No further questions, your Honour," _Starbeard said in satisfaction.

Chadzmuth hovered up to Rook. _"The defense would like to cross-examine this witness. Now then, please focus your thoughts and describe to the court the alleged crime you allegedly witnessed."_

The memory when Rhomboid Vreedle dropped the Anihilaarg flashed onto the screen. But there was no universe-shattering _kaboom_. _"The Anihilaarg turned out to be a dud," _explained Rook. _"So the universe and everything in it was not destroyed."_

"If he was with Ben, how does he have no recollection of him saving the universe?" Myaxx wondered.

"Because when Tennyson reset the universe, he also reset the situation," informed Azmuth. "The moment when that infernal device went off did not happen. Instead, he created a situation where it merely did not work. Rather clever, I must admit."

"_The universe and everything in it was not destroyed," _Chadzmuth repeated. _"Your Honour, the prosecution has utterly failed to prove not only has my client committed the crime of which he is being accused but that _any_ crime was even committed."_

The innocent poll went up and the sixteen-year old pumped his fists in delight. _"Yes! Innocent! Thank you universe!"_

"_The prosecution would like to call one last witness to the stand. Benjamin Kirby Tennyson," _Starbeard declared.

The glee quickly fell from the boy's face. Ben was transported to the witness stand, while Rook was transported to the space Ben previously occupied.

"This is not going to end well," Azmuth said heavily.

Celestialsapiens weren't stupid. They were among the most enlightened and smartest beings in the galaxy. They knew that the only way to prove Ben was guilty was to use him as a witness. After all, the child _was _the one who committed the act of recreating the universe.

"_I enter for the record Exhibit A," _Starbeard said. _"A Mr. Smoothie's grape smoothie."_

Instantly, a white Mr. Smoothy cup materialized in front of Ben. He stared at it, unease clear in his green gaze.

"_Mr. Tennyson, would you please sample Exhibit A for the court?"_

Ben squirmed. _"I'm actually not very thirsty."_

"_Drink the smoothie, Mr. Tennyson," _ordered Judge Domstol.

Sweating, Ben snagged the cup and placed the striped straw between his lips. He took a few slurps, the grape sensation hitting his tongue and setting his taste buds into a frenzy.

"_Do you notice anything about this smoothie?" _Starbeard asked.

Green eyes swept across the court nervously, lips still fastened to the straw. Azmuth saw his panic and closed his eyes. "He messed up the smoothie recipe," he realized.

The child was about to be undone by a change in grape smoothie flavours.

He really needed to talk to that boy about his smoothie addiction.

"_Alright!" _Ben wailed, unable to take it anymore. _"I admit it! It doesn't taste the same! I was too late to save the universe and everything in it from being destroyed, so I used Alien X to make an exact duplicate. But I just couldn't get the grape flavour right! I couldn't!"_

He sagged against the booth with a sob of despair.

"_Your Honour, I rest my case," _Starbeard said in satisfaction.

Ben was transported back to the prosecution stand, his head buried in his hand. Rook patted his shoulder and Chadzmuth said, _"Don't worry kid. Worst case scenario, you'll have to make restitution."_

"_Restitution?" _Ben exclaimed, looking up. _"But that means the universe and everything in it will be destroyed…again!"_

"_Relax," _soothed Chadzmuth. _"I still have my summation. That's where I always win them over."_

The plump Galvan lawyer floated up to the middle of the court. _"Your Honour, and indeterminate beings throughout the universe. We all know Celestialsapiens change the universe as often as my client changes his shirt."_

"Not the best comparison," Myaxx drawled, watching in amusement as Ben pulled gingerly at his favourite green jersey, which indeed looked to be rather dirt-worn.

Chadzmuth, too, realized this. _"Okay, bad example. But my point-and I do have one-is that Celestialsapiens change the universe all the time. Why, even First Thinker Azmuth's voice and appearance have changed on at least three occasions."_

"Hey, he's got a point," Myaxx said. "What's with you, anyway?"

"You ought to study up on the Galvan life cycle," said Azmuth dryly. "It is something not often known, and Chadzmuth is using this to his advantage."

"_For all we know, Celestialsapiens are out there changing the universe at this very moment. I put it to you ladies and gentle-aliens…and not so gentle-aliens…is it right to hold one, scrawny little human responsible for the misdeeds of an entire species of omnipotent beings? I say nay! Nay I say!"_

Rook gave an enthusiastic clap.

"_Has the universe reached a verdict?" _Judge Domstol asked.

The innocent poll went up again, and a hopeful smile crossed Ben's expression. But it was immediately dashed as the guilty poll filled up and sagged downwards, clearly displaying what the majority of the universe thought.

A scream of horror tore from Ben's throat, and Azmuth's fingers clenched together. "Come on, Chadzmuth," he growled softly. "Get him out of this alive."

"_The universe has spoken!" _Judge Domstol declared with a heavy voice. _"And it finds you, Benjamin Kirby Tennyson, as guilty as you can possibly be!"_

"_No fair!" _Ben cried.

"_Clear the courtroom!" _The Highbreed bailiff bellowed.

Chadzmuth and Ben got into a hushed conversation, with one looking rather smug and the other aggravated. The lawyer soon floated up and said loudly, _"If it pleases the court, my client chooses to invoke the Tetramand Trial of Combat."_

"That should turn this case around," Myaxx observed.

Azmuth shook his head, watching as Chadzmuth and Ben got into a whispered bickering match. "If he manages to successfully transform into the alien he calls Fourarms, then yes. But Tennyson never quite grasped just how much force he should use when smacking down the dial. More often than not, he gets the opposite alien than what he wants."

"_Is there a problem, gentlemen?" _Domstol asked.

"_No!" _Chadzmuth snapped, speaking louder than Ben's yelp of "_yes!"_

Exasperated, Ben glared at him for a moment before reluctantly turning to his Omnitrix. With a quick breath, he selected the desired alien from the holographic wheel and slapped his palm down. In an instant, the sixteen-year old human turned into the muscle-bound Tetramand.

"_I mean no," _Fourarms quickly corrected. _"No problem. I'm all Tetramand up and ready to-"_He faltered and turned to Chadzmuth. _"What do I have to do exactly?"_

"_As Ben, you had your day in court and lost. But Tetramand defendants get to fight their accusers in the battle arena. The winner wins."_

"_The prosecution summons Galactic Gladiator!" _Starbeard declared.

A brief flash of white lightning later, and a tall, armoured Celestialsapien appeared. Judge Domstol stood up and spread his hands. _"Let the Tetramand Trial of Combat commence!"_

Fourarms was transported into the middle of the court, where he faced off against the Galactic Gladiator. _"Awesome! Easy enough to hit a non-moving target. By the time I knock him out, the two voices in his head will still be arguing over which way to fall!"_

"What?" Myaxx asked in confusion as Fourarms went in for a punch.

"There are only a few occasions where he was turned into Alien X," explained Azmuth, watching with a frown as the Gladiator easily gained the upper hand over his wielder. "Every Celestialsapien has two personalities, and most often they are polar opposites. The personalities need to agree in order for an action to be performed."

"I'm guessing Ben knows this?"

"First-hand. When he turns into Alien X, _he _becomes a personality, resulting in three. He gets to speak with Alien X's two personalities, and is involved in the decision-making. He understands how difficult it is to get them to agree on one simple action. He believes the same goes for all Celestialsapiens."

"But it isn't."

"No. The older a Celestialsapien is, the wiser the personalities become, and the bickering lessons. Sometimes Celestialsapiens are blessed with personalities that do not contradict each other. The Galactic Gladiator is one of them."

Fourarms was thrown into the prosecution stand. After a quick conversation with Chadzmuth, Ben turned into Eye Guy. "Can he do that?" Myaxx wondered.

"Chadzmuth built his career on loopholes. If there is nothing in the Tetramand Trial rulebook that states that Ben has to _stay _a Tetramand, he will no doubt exploit it."

But the Opticoid did not have much luck either. The Omnitrix quickly timed out due to the force of the hits, leaving a scrawny sixteen-year-old floating in the middle of the court. _"Not cool Galactic Gladiator!"_

"_Now would be a very good time for you to turn into Alien X!" _Rook called.

"_Don't you think I know that?!" _Ben snapped. _"I would if I could, but I can't, so I-"_He slapped the dial on the Omnitrix, and as cruel fate would have it, turned into Alien X.

Rook brightened at the transformation, but grew puzzled when his partner did not move a muscle. _"Ben?" _he called hesitantly.

"So, if he doesn't get the other personalities to agree with him, what happens?" Myaxx asked, a hint on unease in her voice.

"He will be pummelled," voiced Azmuth gravelly.

After a tense moment, the Gladiator sprang into action. With one punch, he knocked the defenseless Alien X straight out of the court and high into the stars above. The Gladiator flew after him, and Rook watched with wide eyes. _"Why isn't he defending himself?"_

"Because he can't!" Azmuth snapped, anxiety twisting his gut. The fight was now being displayed on the screen above the judge's stand. Watching his still body getting beaten upon made him feel sick. "Foolish boy! I keep telling him not to be so hard on the Omnitrix!"

"_This is not a fair fight, your Honour!" _Rook protested. _"Ben cannot even move!"_

Domstol could only give a helpless shrug. The trial had been enacted, and he could not interfere. _"Maybe he should have stayed a Tetramand."_

As the Galactic Gladiator went for the final blow, Alien X suddenly got to its feet and created a shield to protect itself from the blow. _"Surprise!" _

A relieved smile curled across Azmuth's lips as Ben easily defended himself against the Gladiator. Now that they were on even footing, he was no longer struggling against the omnipotent being.

_Thatta boy._

Alien X returned to the court with a defeated Gladiator in hand. _"Alien X is awesome!" _Rook cheered.

The Omnitrix finally timed out, and an exhausted Ben Tennyson grinned. _"Told ya!"_

The boy was returned to the prosecution stand, and the Gladiator went to rest beside Starbeard. Judge Domstol rapped his gavel against his booth. _"Order in the court! The victor in the Tetramand Trial of Combat is Ben Tennyson!"_

"_Yes!" _the boy whooped.

"_In addition to the accounts of the witnesses, it is abundantly clear that Ben Tennyson was not in control of Alien X at the time of the alleged crime. The court therefore finds Bellicus and Serena guilty of unauthorized use of universe altering and sentences them to pay restitution of five pieces of Taydenite each. Court adjourned."_

Azmuth was too overcome with relief to listen to Ben's indigent outburst. The other Galvans let out a supportive cheer at Ben's victory before filing off to continue their work. The First Thinker went back to his lab, shaking his head wearily.

He would give the boy a few hours to rest and recover.

_Then _they would have a talk.


	7. Rewarded Efforts

**I do not own the Ben Ten franchise. **

**Rewarded Efforts**

_Riiiing!_

Ben shot his gaze up from his piece of paper and hastily looked around to see his classmates shoving their books in their backpacks with cheers of delight. The last day of school had finally arrived, meaning that they could run free and have two whole months without any essays or tests. "About time," the eleven-year-old grumbled. He shouldered his green backpack and joined the flow of students exiting the classroom, surging down the hall and out the front doors.

The sun shone brightly in the blue sky, and after being in dim lighting for seven hours, he needed to squint a bit before his eyes adjusted. When everything came back into focus, it was to see Cash and J.T. picking on a small boy who was half their size.

"Jerks," he growled. Despite knowing how this would end, he stormed across the grassy lawn and towards the bike rack, well away from prying faculty members. _"Hey!"_

"Oh, look, it's Hero Boy," sneered Cash. His grip on the terrified first-grader loosened as he turned to face Ben. "Unless you want to get a beat down, I suggest you beat it."

"How about you pick someone on your own size?" Ben snapped. He reached out and grabbed hold of the child, who was staring at them with wide eyes. "Go find your mom, kid."

With a nod and a grateful smile, the small boy fled. Cash narrowed his eyes and clenched his fists. "I guess you haven't learned your lesson yet, Dorkwad."

"That's the best you can come up with? I hear better insults from my cousin. In fact, she could probably hit harder than you."

"Don't talk to him like that!" J.T snapped.

Ben rolled his eyes. "Whatever. The two of you should just grow up. You're not cool, you're not tough and you're not impressing anybody. Ever heard the saying 'those who bully are cowards?' Look in a mirror, and you'll see that it's true."

He twisted on his heel, but before he could walk away Cash grabbed his shoulder and pulled roughly. A fist came flying towards him and his hero instincts kicked in. Before the raven-haired bully could blink, he was on the ground with Ben standing over him, unharmed.

"I'm not scared of you, Cash. And I'm definitely not scared of you, J.T. Now beat it. Your mommies are calling."

"Why, you little-!"

Cash scrambled to his feet, but before he could pound the kid into oblivion J.T snagged his arm. "A teacher is near!" he hissed.

"Just you wait, Tennyson," snarled Cash. "I don't know what high-horse you climbed onto, but I'm gonna knock you down real soon. You like to think you're a hero, but you're nothing more than a pathetic weakling."

The two took off, leaving Ben to glare after them. "If only you knew," he muttered, kicking at the grassy ground. "If only everyone knew."

"A hero does not need recognition, Ben Tennyson."

With a startled yelp he whirled around and tripped over his own two feet, toppling to the ground. Green eyes wide, he stared at the familiar Galvan watching him from the tree branch above. "Azmuth?" he said in disbelief. "What are you doing here? Wait, I'm not in trouble, am I?"

"You haven't done anything extremely vexing or stupid lately, so no. You're not in trouble."

"Oh." Relief flooded across his face. "Good." He extended his arms upwards. Azmuth jumped from the low-hanging branch and into the child's awaiting hands. "So…how long were you there?"

"Long enough," the Galvan replied. "I must say, I am impressed."

Surprised, Ben peered down at him. "For what? I didn't do anything."

"Standing up for someone who can't _is_ something," corrected Azmuth. "I watched many Earthlings of your age and older walk past, not even sparing a glance. But you stormed right over once you saw what was occurring."

"They're bullies," muttered Ben. "I know what it's like to be pushed around by them. So I try to make them back off when I can."

"Very noble of you."

"Well, I've taken worse beatings. So, what's up?" Ben tilted his head to the side curiously. "Do you need my help with something?"

"Do you know what today is?" Azmuth, in his usual fashion, responded his wielder's question with another question.

The boy screwed his face up as he thought. "Uh…hold on…"Panic bloomed within his irises. "It's not your birthday, is it?"

Azmuth rolled his eyes in exasperation. "No, Ben. It's not my birthday. Try again. What significance does this day have?"

"Er...besides the fact it's the first day of summer vaca-_oh!_" he exclaimed as realization dawned upon him. "Today's the day I found the Omnitrix."

Azmuth nodded in confirmation. "Precisely. You have wielded my Omnitrix for a full year, and your planet is still in one piece."

"Aw, come on. I'm pretty good with this thing," Ben protested. "A little faith would be nice."

"I think I've shown enough faith by letting you keep it," said Azmuth dryly. "But yes, you haven't been doing a horrible job."

Aware that this was as much of a compliment as he would get, Ben rolled his eyes. "Thanks. Did you come all this way just to tell me that?"

"No." Azmuth leaned over and, with nimble fingers, started fiddling with the clunky black and white device strapped to the boy's wrist. Ben blinked as his mentor twisted the dial rapidly in some sort of complicated pattern. "That should do it."

"What-?"Ben began, but the default voice of the Omnitrix cut him off.

"_Conductoid DNA unlocked."_

Wide green eyes stared at the unfamiliar black silhouette now displayed on the watch's face. "Wait, so because I've had the Omnitrix for a year, I get a new alien?"

"Mind you, not _every _year," warned Azmuth. "You've been doing more than what has been expected of you, more than what _I _expect of you. You understand why you must hide your newfound powers and you do it, despite your desire to prove to your peers that you are more than what you seem. You show restraint. You've acquired different fighting techniques since wielding the Omnitrix but you know when to use them and when to not."

"Like when I restrained myself from kicking Cash's butt?" Ben asked.

A soft smirk pulled at the Galvan's lips "Yes. What you've done, and what you continue to do, is not easy for someone so young."

Ben smiled. It was not often he heard words of praise from his mentor, so it meant a lot when he did. "So, is this a 'thank you for not screwing up the world' gift?"

"Yes, I suppose so," Azmuth said in slight amusement.

"Alright! What can this guy do?"

"That's for you to find out," he replied, and teleported away in his usual abrupt manner, leaving the boy to his own devices.

Ben cast a quick glance to make sure he was alone before slamming down on the dial. Soon he was looking at the world through one eye, and he couldn't remember feeling so energized in his life. He looked down at his black alien form, watching the small sparks of electricity crackle across his skin. When he lifted his hands, blue electricity shot out and crashed into the tree, scorching the bark.

Grinning widely, Ben pumped his fist. "Welcome to the team, Feedback!"


	8. Road to Forgiveness

**I do not own the Ben Ten franchise. There are direct quotes from the Alien Force episodes Vengeance of Vilgax, Primus, The Final Battle and Ultimate Alien episodes Transmogrification of Eunice and Ultimate Sacrifice.**

**Road to Forgiveness**

"You have disappointed me, Ben Tennyson. I shall not help you again."

Azmuth didn't bother to wait for a response from the fifteen-year-old. With trembling fingers he disconnected the holocall, uneven breaths tearing from his chest as his mind raced.

How could he? _How could he? _

Ben directly disobeyed his order. He continued hacking the Omnitrix in his foolish attempt to open the Master Control, and now four of his alien forms were roaming free, and if not caught within the next few hours they would fade out of existence and their DNA would forever be erased from the Omnitrix.

_Why did you help him?_

He shouldn't have called back. But when his private computer console beeped, signalling a problem with his greatest creation, he had stared at the report for only a moment before angrily overtaking the Omnitrix from his lab located in Galvan Prime's central tower. There was no point in calling. Ben would only ignore him.

Force was necessary. With that boy, force was _always _necessary.

But no matter how angry he was, he knew the importance Ben held in each individual alien. They were more than shadows, more than reflections to the boy. They were real. To lose four at once would crush him.

Though he probably deserved to feel such agony. It would be nothing compared to what Azmuth was feeling right now, but maybe the child would learn something. Learn the costs of his mistakes.

_Mistakes._

He had made so many mistakes in his life. Creating so many devices that the universe used to destroy other beings, to go to war and engage in pointless violence. In his attempt to redeem himself from the disaster that was Ascalon, he only ended up creating a device that many sought after to use as the ultimate weapon.

He gave up after that. Sent the Omnitrix to the person he believed would get the most _good _use out of it (how he hoped the Omnitrix would bring good to the galaxy) and exiled himself to Xenon, with help from his then-new assistant Myaxx. He wallowed in self-loathing, and his passion for science had withered to a spark. He grew pessimistic and paranoid of the universe he lived in and those within it. There was simply no hope anymore.

Then _he_ came.

A ten-year-old child with a big mouth and a stubborn streak to match. His Omnitrix, the device meant for Max Tennyson, was attached to the child's left wrist. The boy forced him out of his protective space suit (developed shortly after the failure that was Ascalon to hide himself from the world) and requested that he fix the Omnitrix, which had been set in self-destruct mode.

For a while, Azmuth was content to let the universe be destroyed. He wouldn't have to live with anymore disappointment, wouldn't have to feel pain anymore.

But Ben Tennyson did not feel the same way.

He flung himself into battle, even though his prime tool of defense was currently out of order. He fought against Vilgax and his army, with determination steeling his bright green gaze. Azmuth remembered being transfixed by such bravery, by such devotion. The child was going to die fighting for the universe.

And here was Azmuth, centuries and centuries old, giving up like a spoiled brat.

He hadn't felt such hope for a long, long time. It was this that caused him to change his mind, to snag the Omnitrix from the boy's wrist and fix it. He was even more stunned as the boy adjusted to the new, unlocked To'kustar with ease. In little time, Ben had defeated Vilgax and thrown him into the depths of space.

It was that moment where Azmuth decided that the child would keep the Omnitrix. Max was a bit too old, anyway, and Ben had impressed him that fateful day more than anyone in his life ever had-including Zennith.

But more importantly, he had given the Galvan a reason to _believe _again, a reason to hope. If someone so young, and an Earthling at that, could hold such love and protectiveness over a universe he barely even knew, then not all was lost.

Over the years, Azmuth watched as Ben used the Omnitrix to protect, defend and maintain, the purpose it was always intended for. He watched as the child grew attached to his alien forms, and guided him during the lowest point in his young life- the loss of his beloved Feedback.

Ben was the person perfect for the Omnitrix, though Azmuth would never admit it. Yes, he was brash and reckless and immature, but he was also a boy not even close to adulthood. Mistakes were natural, though Ben performed far better than the Galvan ever expected of him.

But _this._

This was a slap in the face. Azmuth had given a firm warning, promising the child that he would have access to the Master Control when he was ready. But Ben ignored him, and now the Omnitrix was damaged.

But not as badly damaged as their relationship was now.

He _trusted _him. He finally believed he had found someone who would not let him down. He…he _believed _in the boy.

Now he felt empty. He felt betrayed. He felt…hopeless.

"_Aaaggh!" _

With a frustrated, emotional scream, he grabbed the nearest empty beaker and flung it across the room. It shattered on the edge of a metal lab table, breaking into a dozen tiny pieces-much like his heart.

"Damn you, Ben," he whispered brokenly, burying his head in his hands. _"Damn you."_

…

A month passed before Azmuth saw Ben again. He knew it was inevitable-Primus was in danger, and the protocol he installed into the planet was to summon the Omnitrix and its creator. As Ben was attached to the Omnitrix, he was forced to come as well.

Vilgax had stumbled upon the planet, and knew instantly it was a Galvan creation-more specifically, the First Thinker's creation. So he waited, and when Azmuth showed up, he demanded the Omnitrix, or else his beloved planet would not emerge unscathed.

The Voliticus Biopsis brought him the Omnitrix, and Azmuth wasted no time in defending his precious creation.

…perhaps _attempting _to defend Primus was better wording. His skills were rusty-he had only taken the Omnitrix out for a test run a couple of times.

Finally, _he _came. With his cousin and the Levin boy.

The two charged into battle with Vilgax, giving Azmuth time to breath. He knew Ben was around somewhere, observing the action from a hidden place. Without the Omnitrix, he didn't have too much of a chance of victory against Vilgax, who was built for war.

It came as no surprise when Gwen and Kevin were easily defeated. Vilgax tore the Omnitrix from the Galvan and tossed him aside like trash. It was then Ben crawled out of his hiding place, moving to Azmuth's side.

"Ben Tennyson?" Azmuth asked, attempting to sound indifferent, though it was difficult (and painful, _why _did it have to be painful) as he stared into concerned green eyes.

"Azmuth, everything's going to be okay," the boy whispered, patting Azmuth's head comfortingly.

His brow arched. "Did you just 'there there' me?"

Their short reunion was cut off by Vilgax, who threatened to kill the boy's friends if he didn't show himself. Shooting a glance at Azmuth, Ben revealed himself, and the three teens were captured.

Azmuth should have been worried. He should have been agonizing over the dilemma-show Vilgax how to work the Omnitrix or let the teens perish? But oddly enough, he didn't worry.

Ben had given him that look that promised everything would be okay.

And despite his resentment, his grudge, the Galvan found that he still believed in the boy.

He came out of the shadows eventually, to let Ben know that he was still around, and to warn him. He also offered an explanation about Primus, because the Omnitrix was still on the child's wrist, and Primus and the Omnitrix were one.

He supposed he was, in a way, helping the boy, even though he promised not to help him again. But he couldn't help it.

_Why? He betrayed me. I should leave right now. This is his mess._

But he stayed rooted in place, and watched the events play out.

Ben promised to show Vilgax how the Omnitrix worked, and panic filled his chest. He wanted to argue, but Kevin shot him a glare, warning him to stay silent. Gritting his teeth, Azmuth watched, and hoped desperately he would not be heartbroken again.

He wasn't.

With his ingenuity, the boy tricked Vilgax into turning into the Polymorph form and turned off the artificial gravity device. Vilgax was reduced to a pile of slime, and Ben took his Omnitrix back. A battle ensued, and Vilgax fell into the Condon stream, emerging quadruple his original size.

Azmuth could not stop the smile that curled across his lips as Ben turned into the form he deemed Way Big. For the second time in his life, Ben tossed Vilgax into the far reaches of space, and Azmuth experienced déjà vu.

When all was done, the child reverted back to his skinny fifteen-year-old form and turned to the Galvan with a smile. Azmuth stared coolly back, and his chest ached more than it should when shame and disappointment dimmed the light in those green orbs.

Ben was too proud to apologize, and Azmuth was too stubborn to forgive.

Ben freed his friends, and together they ventured across Primus. Azmuth had a few things to check on before he started the process of relocation, and the trio of Earth teens needed him to teleport them back to Bellwood.

He wanted to get rid of them as soon as possible, but they were more than content to walk with him, chatting easily and laughing. Ben walked alongside the Galvan, arms swinging by his sides, and they reached the point in conversation that Azmuth wanted so desperately to avoid.

"So…are we okay again?" asked the boy hesitantly. "Does this make up for-?"

"Damaging my Omnitrix?" Azmuth interrupted, halting his steps. He turned around and glared up at the boy.

_You've no idea what you've done. What you've done to _me.

"No. I shouldn't even allow to leave with it."

Ben bent down slightly and offered his left arm. Azmuth felt his heart freeze at the action and he rolled his onyx gaze up to meet miserable green. "But will you?"

This was it. He could take the Omnitrix and never have to deal with him again. It would be appropriate punishment. Ben deserved it.

But…but he _couldn't do it._

Taking the Omnitrix would leave the world without a hero, and the child would be vulnerable to the multiple enemies he had made over the years. Above all else, no matter how much he denied or groused, Ben Tennyson was the only one the Omnitrix was truly meant for. He knew that now. Though he no longer knew how he felt about it.

This simple action, the boy willingly offering his most prized possession, caused Azmuth to deflate his anger. "You are welcome, Ben Tennyson."

A delighted smile greeted his words, and another vexing stab of tightness assaulted his chest.

_Why do you have to make this so difficult?_

…

Myaxx was worried.

She was not someone who worried often, but after witnessing Azmuth's decline in behaviour over the past couple of months, she was starting to wonder if her life was about to take a relapse.

Azmuth grew colder, harsher, and his already-short fuse only shrunk more. He had devolved into the Galvan she knew before Ben came into the picture. She didn't know exactly what happened between the two, but whatever it was, she hoped it was resolved soon.

She watched as her boss paced back and forth in his lab, muttering under his breath. Albedo had stolen his incomplete successor to the prototype Omnitrix, and in his hands it would be extremely dangerous.

"You ought to tell Ben," she said at last, preparing herself for the backlash.

Sure enough, it came. Azmuth whipped around to glare fiercely at her. "I do believe that decision is up to me," he said icily.

Myaxx frowned. "The first person Albedo is going to go after is Ben. Who knows what kind of modifications he'll make to the new Omnitrix? Ben needs to be warned."

"He's dealt with Albedo before."

Despite his attempt to sound dismissive, Myaxx saw through his façade. Azmuth knew the dangers of Albedo having the incomplete Omnitrix in his possession. But he was battling with himself. He had vowed not to help the child-a vow he had already broken before.

"If you don't help him, there's a good chance he'll die."

Azmuth could not disguise his violent flinch. "Get back to work!" he barked, fists clenched tightly at his side.

Now satisfied, Myaxx obeyed. Because whatever Ben did to hurt the First Thinker so badly, it was not enough to make the Galvan turn against him. But the rift was still there. She hoped it would be repaired soon.

Azmuth needed Ben just as much as Ben needed Azmuth.

…

He transported himself to the area Ben was in. Standing on a tree branch, the rain pounding down the Earth below, he was protected by the overhanging leaves. The Rust Bucket was in the distance, though he couldn't see it. It had been a few hours since Myaxx confronted him, and new events compelled him to react.

The idiot child had handed over his Omnitrix to the most dangerous creature in the galaxy.

His system warned him immediately once the ownership was switched. With no Omnitrix, Ben stood very little chance, especially since his two greatest enemies had temporarily teamed up to eliminate him. Unable to stand by, he finally teleported to Earth.

But yet, he couldn't bring himself to approach Ben.

Rubbing a hand down his face, he listened to the calming sound of rain water splattering against the leaves. What was he supposed to say to someone he hadn't seen in months? Someone he cut off all contact with? For all his attempts to stay away, circumstances kept bringing them together.

A flash of black caught his attention and his turned his head. The boy himself stumbled towards the trees, brown hair plastered to his forehead. His signature green jacket was gone, leaving his skin exposed to the frigid water and his black shirt sticking to his torso.

Ben stopped moving, a few feet away from the tree branch Azmuth occupied. The boy swayed, his face as mask of utter misery, depression and hopelessness. It was an expression Azmuth was well-accustomed too-he'd born it many times years ago.

Without warning Ben dropped to his knees, head flung back to the raining heavens above. _"Azmuth, help me! Please! Just so I can help them!"_

It was a cry filled with anguish, a tone so broken that Azmuth felt his chest squeeze painfully. It took a moment for him to find his voice. When the boy finally got back to his feet, the Galvan managed to speak.

"You are a fool."

Whipping around, Ben stared, his face filled with such relief that it was almost too much to bear. It'd been a while since he'd seen those green orbs…

"You don't hear me arguing," said Ben feelingly.

"The Omnitrix wasn't meant for you," said Azmuth, his tone familiarly sharp. "It was intended for your grandfather, the greatest Plumber in the Milky Way galaxy."

"But I found it."

"An accident," said Azmuth shortly, and he should not have felt pity when the boy's expression fell. "Unfortunately, you DNA signature was close enough to Max's that it allowed you to put it on."

Pursing his lips, Ben looked up. "Why didn't you take it from me?"

"I intended to," he admitted softly. After leaving the Omnitrix in Ben's possession five years ago, he had immediately regretted it. He'd done enough wrong in his life-he didn't need to add weaponization of a child to the list. "But your grandfather convinced me you were a better choice, that you had seeds of greatness."

Turning on his heel, the Galvan paced down the branch. "Almost immediately I thought I'd made a huge mistake. Your brashness and immaturity made a bad impression."

He remembered the early days, watching as the then ten Ben wielded his greatest creation. He saw the arrogance, the recklessness of his actions, and feared of what he might become, being trusted with so much power for one so young.

At the sullen expression on Ben's face, Azmuth suddenly felt the need to continue. "But then I saw you grow. Witnessed your bravery and ingenuity in ways that never even occurred to me. Me! The smartest being in three galaxies. Arguably five galaxies."

Ben looked down, eyes closing in shame. "But then I let you down."

Azmuth paused his pacing, eyeing the boy out of the corner of his eye. "You did," he said, managing to keep his voice above a whisper. "Disobeying my orders, hacking the Omnitrix-"

"Turning Kevin into a monster," the boy added, green gaze locked onto the ground.

"-and now you've given the Omnitrix to the most dangerous being in the universe."

Ben flinched and lifted his head, staring at Azmuth imploringly. "Tell me what to do," he pleaded. "How do I beat Vilgax and save the Earth?"

Azmuth looked away, idly rubbing his chin as he thought. He didn't want to give the boy a straight answer. He'd vowed not to help the child, but at the same time, he couldn't leave Ben to face this without _some _guidance, even it was vague.

"Not so easy to win without the Omnitrix is it?" he said finally, folding his hands behind his back as he glanced at Ben.

Pursing his lips, the fifteen-year-old thought about the Galvan's words. After a moment of deep thought, a smile broke across his face and he looked gratefully up at Azmuth. "No. It isn't."

Azmuth hastily turned his face heavenward so that he would not have the sudden smile facing Ben. He stared at the grey sky, the rain water gently striking him as he stepped out of the coverage of the leaves. He spread his arms out and sighed contentedly. "Lovely weather on this world."

Ben smiled softly, and for that brief moment, they were at peace.

…

Kevin Levin had gone insane again.

In their final attempt to stop Aggregor, the Levin boy absorbed the Ultimatrix to stop the man. But in the process, he went insane for the second time in his young life and fled, his body mutated beyond recognition.

Paradox had casually informed him of this when relying the news of Aggregor's failed plan. The Time Walker no doubt had an ulterior motive, but Azmuth didn't bother to decipher it, though he had some idea. If his purpose was to put his full attention on Ben (which he hadn't for quite some time) then Paradox accomplished it.

Unable to avoid the curiosity of how Ben would handle the situation, Azmuth watched in his own secret way. He watched Ben attempt to solve the matter peacefully, but quickly changed tactics when it became apparent just how warped the teen's mind had become.

And he turned into a completely different person.

Warm green eyes developed cold steel, a face hardened with indifference, a voice turned frosty as he informed his cousin of what he intended to do. If Kevin did not stop, then he would take it upon himself to stop him-for good.

Azmuth was certain his heart stopped for a minute or two.

There was no hesitance, no reluctance shown by the boy whenever he spoke of killing Kevin. It didn't seem to matter to him now that Kevin was his best friend. He focussed on the bigger picture and understood that if Kevin wasn't stopped permanently, more and more would get hurt by the insane Levin.

Azmuth watched as Ben stood indifferent to Gwen's desperate pleads. He was bound and determined to do his job, even if it resulted in his cousin's hatred of him.

It reminded the Galvan of himself, at a time where he would do anything to achieve his scientific achievements no matter who it hurt. The coldness in Ben's gaze would have once reflected in his own onyx stare. There were more alike than he ever wanted to believe, because the last thing he wanted was for Ben to condemn himself like he had so many years ago.

So it came as a massive relief when Gwen managed to convince Ben to allow the genius Cooper to hook a defeated, mutated Kevin up to a machine. Levin was returned to normal, and it was only then did Ben smile, for the first time in weeks.

But the fact remained that Ben was entirely willing to kill, even his own allies, if they proved to be a severe threat to the universe.

And that scared Azmuth more than anything.

…

It was about two weeks later when Azmuth found himself back on Earth, watching as Sunder, Ben and his allies tumbled about in the mud. His gaze drifted to the unfamiliar blonde lingering about, eyes wide with fear, and he recognized her as the Unitrix instantly.

Of course. It was perhaps inevitable that the child who found his Omnitrix would find his Unitrix now.

"Wallowing in the mud," he said disdainfully, catching their attention. "Why am I not surprised?"

"Azmuth?" Ben transformed back to his human form and approached the Galvan curiously. "What are you doing here?"

"Attending to trivialities that should have easily been handled by my proxy."

Sunder got to his feet, dripping with mud and appropriately sheepish. "I'm sorry sir. I just needed more time."

"As if you're a match for Tennyson."

The compliment came out before he could stop it. Ben's face lit up and he turned to the alien bounty hunter with a smug smile. "Don't take it personally."

_Great, _Azmuth thought, annoyed with himself. He still wasn't entirely alright with the child, and probably wouldn't be for a long time. The last thing he needed was for Ben to think everything was fine between them. _Easy enough to rectify._

"You're a buffoon!" he snapped, causing the boy to spin around in surprise. "Once again involving yourself with matters that are none of your concern!"

"Eunice is my concern!" Ben snapped, just as firmly.

Azmuth arched a brow. He eyed the blonde that hesitantly approached Ben's side, her own green gaze eyeing him curiously. "Eunice?" he echoed. "Is that what you've been calling the Unitrix?"

"Unitrix?" she piped up. "Is that my name? You know who I am?"

_Interesting. _"You _are _a Unitrix," he corrected. "One of my early prototype models of the Omnitrix."

Gwen's eyes widened in realization. "_Uni _as in one instead of _omni _meaning all."

Azmuth nodded. "Indeed. Originally I planned to create a separate device to store the DNA of each species."

"So when I cut my hand opening the space pod…"

"It sampled your DNA, randomized it and created Eunice," Azmuth finished for her.

Kevin crossed his arms. "So basically you lost your doohickey and hired Sunder to find it."

"A wasted effort," he groused. "And after all the bother of freeing him from the Null Void."

Eunice studied him nervously, hands folded in front of her. "What happens to me now?"

Azmuth eyed her indifferently. "You go back into storage."

Horrified, she stumbled back. "No, please!"

Ben immediately stepped protectively in front of her. "You can't just store a human being!" he said furiously.

"She's not a human being, she's a construct," said Azmuth dismissively. "No more alive than any of your transformations. She's not real."

Anger flooded the boy's face, and Azmuth remembered that no matter what he thought, Ben found a living value in his transformations. "Who are you to say that?!" he said heatedly, fists clenched at his sides. "My transformations _are _real and she's way more human than you are!"

"The Unitrix is dangerous," returned Azmuth, eyes studying Ben intently. "I can't let her roam around unsupervised. I'm sorry, Ben."

Resolve hardened his green gaze and he lifted his left wrist. "I'll fight you, Azmuth."

A smirk surfaced on the Galvan's face. Despite their current rocky relationship, Ben was entirely willing to create another rift if it meant giving Eunice her freedom. He would do anything, however drastic, if it meant giving freedom to those who needed it. It was impressive for someone so young. "I believe you would. Very well, Unitrix-Eunice. Come with me. We'll find you someplace safe to live. I could always use more help tending Primus."

Eunice looked at Ben, who gave an encouraging nod. They said their goodbyes, and the blonde approached him, with shining green eyes that made her Tennyson DNA evident.

His will was crumbling. He was tired of the wall that had grown between him and his wielder. But at the same time, the trust was gone. And what was a relationship without trust?

…

Teleporting to the coordinates Kevin had given him, they were greeted by the sight of Gwen and a group of Ultimates standing by Ben's still form. Kevin raced over instantly, gathering the girl in his arms. "What happened?" he demanded, glaring fiercely at the aliens standing over them.

"Ben s-s-sacrificed so t-t-that they c-c-could be f-f-free," she sobbed, clinging to Kevin. Wet eyes locking onto Azmuth, she pleaded, "Help him!"

"He's fine," the Galvan reassured, seeing the minimal rise the child's chest took with each breath he took. He hopped onto his chest and felt the pump of his heart. Snapping the Ultimatrix from his wrist, Azmuth jumped back to the ground and glanced up at the freed aliens. "He sacrificed himself?"

"Jumped into the pit of fire," Ultimate Humungousaur confirmed, eyes locked on the human. "No hesitation…"

A warm feeling grew in Azmuth's chest, until it was so strong that it nearly strangled him. A fifteen-year-old human was willing to die so that his alien forms could be free. That was all that mattered to him. It was so pure, so wholehearted that the Ultimatrix reset itself.

He glanced over at the child, whose eyes were closed and lips were parted slightly, allowing puffs of breath in and out. He was reminded of the day so long ago, when Ben had impressed him with his desire to save the universe. Nothing had changed-the dedication he held to the creatures of the universe was as strong as ever.

With a soft moan, Ben's eyes fluttered open. "What happened?" he asked groggily, gingerly sitting up.

"Your sacrifice reset the Ultimatrix," explained Azmuth, fiddling with some wires. "The flaw that generated the self-actualized Ultimates has been corrected. Any Ultimates generated from this moment forward will simply be reflections of you, as was always intended."

"But I jumped into the pit," said Ben in confusion. "Why am I still alive? Not that I'm complaining, mind you."

"Your intention is what mattered to the Ultimatrix. The fact that you were willing to sacrifice everything in order to set them free. A genuine self-sacrifice. More rare than austenite or francium." Azmuth finished the repairs and set the dial back into place. "That's twice today I have found a small measure of hope. A very disturbing pattern."

"Glad you're all happy. But where do we go when the only home we've ever known was in that device?" Ultimate Humungousaur asked.

"You could always go back in," joked Kevin. At the withering look, he hastily added, "or not."

"Somewhere out there is a planet where you can be free," promised Ben, gesturing to the wide expanse of the night sky.

"And I can take you there."

Summoning a portal, Azmuth motioned for the Ultimates to walk through. They did, with Ultimate Humungousaur saying a few grateful, apologetic words to Ben before departing.

Before Azmuth stepped through, he glanced over his shoulder and onyx met green, and emotions conveyed more than what words could ever say. Ben's eyes brightened with happiness, and Azmuth gave a slight smile in return.

The rift between wielder and creator was finally mended.

And they couldn't be happier.


	9. What Matters Most

**I do not own the Ben Ten franchise. **

**So **_**And Then There Were None **_**and **_**And Then There Was Ben **_**was an epic season premiere. Ben 23 is my favourite alternate Ben counterpart, so ta-da! A Ben 23 centred chapter. If you want to see more chapters focussing on alternate world Bens and Azmuths, let me know.**

**Also, if you have any ideas for a Christmas chapter for this series, fire them away. And no, it's not too early xD I absolutely love Christmas, so I'm pretty much already in the spirit.**

**Have a safe and candytastic Halloween!**

**What Matters Most**

"Oh my gosh! It's Ben 23!"

Muffling a groan of annoyance, Ben Tennyson of the Twenty-Third Dimension slouched in the vinyl booth as an excited gaggle of teenage girls rushed over to him, pens and notebooks thrust out expectantly. He half-heartedly scribbled out his name multiple times on various sheets of paper, his signature as perfect as ever.

"Thanks," he said idly to their praises, and soon they were gone, leaving him alone.

Alone. He was always alone.

Funny, he'd never consider himself to be alone before. Fans would surround him daily, screaming his name and begging for an autograph. He was world famous, adored by millions. But out of all of those fans, he couldn't call a single one a friend.

"When did I get to be so depressing?" he wondered aloud, tearing off a piece of his gyro and shoving it in his mouth, chewing sullenly.

But over the past month, his mood had grown considerably darker. His public appearances grew scarce, and he no longer took joy from promoting his merchandise or signing autographs. When dealing with alien threats his showboating was more to appease the public rather than for his personal enjoyment.

Ever since his sixteen-year-old alternate counterpart left his dimension, Ben couldn't help but think about something he'd repressed ever since it happened.

The death of his Grandpa Max.

The void that had once been filled by money and fame was now as wide and gaping as ever. The twelve-year-old was left with his insecurities, his doubts, and his fears of what his grandfather would think if he could see how arrogant and violent he had become.

Ben shoved his tray of food away and glared at the gold and blue watch strapped to his left wrist. "I might have become a better person than I am now if it wasn't for you."

"You're certainly not the ideal model of the human race, but I wouldn't say you are horrible."

Startled by the sudden voice, Ben jumped to the other side of the booth he was sitting in, smacking his head against the wall. Azmuth stood on top of the booth, hands crossed behind his back.

"Oh, hey," greeted Ben awkwardly, leaning against the wall and his skinny-jean clad legs stretched across the seat. "Um, what's up?"

"I haven't heard from you in a month, and you've scarcely been out in public."

"Sorry about that." Ben rubbed the back of his neck. "I've just been taking a bit of a break. Cutting back on public appearances and all that stuff."

"Would your sudden isolation have anything to do with your previous comment?"

"Maybe," he admitted.

When the child did not offer anything further, Azmuth heaved a sigh. He was not fit for this, for dealing with emotional preteens. The child before him wasn't even supposed to have possession of his Omnitrix. But for some reason, he trusted the judgement of the alternate dimension Ben Tennyson, and apparently the teen trusted his alternate counterpart.

And admittedly, the Galvan would be lying if he said that he felt his Omnitrix was in the wrong hands.

"I know I am not your grandfather," Azmuth began. "But since he is not here to help you, I will do so on his behalf. But I cannot help if you won't tell me what's wrong."

Ben sat up and tucked his knees against his chest. "I don't think I'm gonna like what you're gonna say."

"Maybe not," returned Azmuth. "But it will be what you need to hear."

Bright blue eyes widened in surprise. Ben couldn't remember a time when someone refused to tell him what he wanted to hear. He definitely never had anyone tell him anything that he _needed _to hear. "Okay," he finally agreed.

He was tired of feeling so low, anyway. And if anything, at least this conversation would give him an idea on how their relationship would turn out.

"I guess I wonder how my life would have turned out if I didn't find the Hero Watch. I might have been…I don't know…"

"A more pleasant person?"

Ben flinched. "You're not gonna sugar-coat anything, are you?"

"You get enough of that from your agent," dismissed Azmuth. "You cannot deny that you are not the most pleasant person to deal with."

"Alright, so I'm demanding, arrogant and a bit self-righteous." Ben threw his hands up in the air. "But is that really who I am, or the personae I've developed for my public image?"

"Keep in mind that I don't know you very well. But from the encounters we've had over the past two years, I'd say that you are very much that person."

When Ben's face fell, Azmuth felt the need to hasten, "But that doesn't mean you are a horrible person. Everyone has negative qualities, and some allow those qualities to define who they are."

"But not me?" ventured Ben hopefully.

"Not you," agreed Azmuth. "I've seen many a vile person during my life, and you hardly measure up to them. You've used my Omnitrix for the purpose for which it was intended-to protect and to keep the peace. We'll ignore the fact that you've been fighting allies all this time."

Ben grinned sheepishly. "To be fair, I thought you were the evil monster alien haters."

"Which is why I'm allowing you to keep my greatest creation. Even though it was a misunderstanding, you still faced danger in order to protect the people of your town."

"Um…some that fighting might have been for the purpose of increasing my fame," admitted Ben hesitantly.

Azmuth rolled his eyes. "At least you are honest about it. But if all your fame had been taken away, would you give up the duties of being a wielder of my Omnitrix?"

"No!"

The answer came out without any thought, so sharp and full of passion that it startled the both of them. "No," repeated Ben, almost in awe. "I love the Hero Watch. I love being a hero. Even if I didn't have the fame, I would still help people."

"And that is what matters," said Azmuth with a slight smile. "Your grandfather would be proud."

Brightening, Ben grinned widely. He wasn't a horrible person-he was just a kid who enjoyed the benefits of being famous. He liked the attention, the money and the screaming fans. But he would always like helping people more.

"Thanks, Azmuth. I feel better now."

The Galvan nodded curtly. "Good. You're not going to get this melodramatic all the time, are you?"

Ben shrugged. "I dunno. Probably. I'm a preteen. Emotions run rampant through us, you know. Hey, how did you know where I was, anyway?"

Azmuth tapped the blue and gold watch. "This device can be tracked, you know."

Ben gaped comically. "So _that's _how you and your squad have been able to ambush me for two years."

"Don't know how you managed to elude us every time," muttered Azmuth. "You can't even see through one eye."

Ben self-consciously touched the strip of brown hair that covered his left eye. "I can see just fine! There's nothing wrong with my hair."

"It makes you look like a delinquent." Azmuth crossed his arms. "And your attire isn't any better."

A pout formed across the boy's lips. "Hey, I'm hip! Do you know how few people can pull off this look?"

"You wear more jewellery than most Earth females," continued Azmuth, critically surveying the amount of gold the child sported. "I don't even know how you can walk in those pants."

Ben groaned and fell forward in the booth, resting his face against the vinyl material. "Are you always gonna dump on me like this?"

Azmuth smirked. "Most likely."

Blue eyes peeked up at the Galvan. "I think you're gonna drive me crazy," he said with a small grin.

"Funny. I was thinking the same thing," said Azmuth dryly.

But he could not stop his own smile from surfacing. Despite their continuous battle over the last two years, there was something about the boy that he liked, though he wouldn't admit it.

"You wanna go get a smoothie?" asked Ben.

Azmuth arched his brow. "I was under the impression that there were no smoothie shops in Bellwood."

"Well, there wasn't. But after that alien dude brought his Mr. Smoothy here, I decided to open up a few. They're actually getting decent business. Plus, those fruit drinks aren't so bad."

"I suppose I can spare a half-hour to waste with you," said Azmuth idly.

"And where else would you go?" asked Ben in amusement. "You don't have to chase me anymore, so there goes your day job."

Azmuth rolled his eyes. "My home planet, of course. It's been a few years since I've stepped foot on Galvan Prime."

Ben's grin faltered. "Oh."

"Don't get emotional again," said Azmuth in exasperation to his downcast look. "We do not live in the Stone Age. The Omnitrix functions as a calling device. My number is programmed into it. But don't abuse it. I'm a busy Galvan."

Cheered up by the prospect that he would be able to contact his new mentor whenever he wanted, Ben stood up and took the small alien into his hands.

"I'm totally gonna abuse it," he said happily. "Hope you have unlimited calling privileges."


	10. Messages From Ben

**I do not own the Ben Ten franchise or the Ghostbuster franchise. Surmstromming is rotten fish that people apparently eat even though it smells nasty. **

**Got a chapter idea quicker than I expected. I really like this one, and I hope you do too. It's something different. **

**Happy Halloween!**

**Messages From Ben**

_BEEP_

"_Geez, Azmuth. What's the point in giving me your number if you're hardly ever there to answer? Plus, you never return my messages, so what's the point in even having an answering machine? You don't even have a cool voicemail message! It's so boring and average. You need a tagline, or a catchphrase. Something that will stick with people. Like mine. It's-"_

_BEEP_

_BEEP_

"_Your stupid machine cut me off. That's another thing-you need to extend the message length. Twenty seconds is not enough time. Anyway, like I was saying, my voicemail recording is '_You've reached Ben Ten. I'm probably out kicking alien butt, but I'll hit you up after I've finished saving the universe.' _See? That's cool. We'll work on yours later. I'll think up something cool. So-"_

_BEEP_

_BEEP_

"_Yeah, me again. The reason I was calling is because-uh…actually, I can't remember why I'm calling you. I guess I got distracted. You're totally rolling your eyes at me right now. I guess I can't blame you. I'll call back if I remember whatever it is I wanted to talk to you about. Couldn't have been too important. Later!"_

_BEEP_

_BEEP_

"_So a funny thing happened to me at school today. I got my schedule, and it was a horrible surprise to discover that I had Advanced Calculus and Vectors as my first class. I didn't sign up for that. I hate math-yeah, you heard me right! I. Hate. Math. I went to my guidance counsellor, and she said that I changed my schedule a month ago, before school started. I thought to myself, who could have possibly gotten into my online school account to screw me over? Then it hit me-"_

_BEEP_

_BEEP_

"_Hey, I'm not through ranting! It hit me as I was walking to the most dreaded class of high school that YOU have the power to mess with my classes. No one else knows my password, and no one else is smart enough to figure it out. YOU SIGNED ME UP FOR THIS TORTURE CHAMBER! How could you?! Physics was bad enough, but this is crap! I'm not smart enough for this! After today I'm changing it back to Philosophy 101. How do you like that?"_

_BEEP_

_BEEP_

"_Azzzmuuuth! You can't just take the Omnitrix like that! It's not fair! I don't have any leverage against you! I don't wanna do Advanced Calculus and Vectors! It's my education! I WILL NOT BE MANIPULATED IN SUCH A WAY! When the universe falls apart because the wielder of the Omnitrix is not there to jump to the rescue, I hope you'll be able to live with yourself!"_

_BEEP_

_BEEP_

"…_fine. I'll take the stupid course. You're so mean."_

_BEEP_

_BEEP_

"_Hey. Uh…so I got my first Functions and Vectors test back today. I aced it. I guess you know what you're doing. Sorry for flipping out. Though you deserved a bit of it. Actually, quite a bit of it. Omnitrix stealer."_

_BEEP_

_BEEP_

"_I just came up with a genius idea for a new smoothie flavour! Rook is totally for it, but Gwen thinks we're crazy and Kevin is staying neutral. Grandpa Max isn't entirely sold, but I think I can turn him around. But I need your opinion, too. Ready? Guacamole-Avocado Surprise! Haven't decided on the surprise ingredient, yet. But what do you think?"_

_BEEP_

_BEEP_

"_I made a new discovery today. The Omnitrix is water-proof, but not exactly smoothie-proof. Oopsie?"_

_BEEP_

_BEEP_

"_HAPPY BIRTHDAY TO YOU, HAPPY BIRTHDAY TO YOU, HAPPY BIRTHDAY DEAR AZMUTH, HAPPY BIRTHDAY TO YOU! I hope you listened to that with the room full of Galvans. And I hope you're embarrassed. But seriously, happy birthday!"_

_BEEP_

_BEEP_

"_Azmuth. Azmuth. Azmuth. Azzzzzzmuth. I know you're there. Answer meeeeeee. I'm lonely. All my friends are off doing stuff. Can I come chill? I won't break anything, promise. I'm gonna take this silence as a 'yeah, you can totally come over!' See you in a few!"_

_BEEP_

_BEEP_

"_So I went to the Twenty-Third Dimension today. It's a long story. But the short version is that the Azmuth of the Twenty-Third Dimension is just as serious and no-nonsense as you are. Which led me to a conclusion; you are hopelessly boring in probably every dimension in existence. Reflect on that."_

_BEEP_

_BEEP_

"_Grandpa Max showed me today's issue of Intergalactic Weekly. It's a good thing it's online, or else a lot of trees would have been killed in making a print version. But anyway, there was an article about me, saying how awesome I was and what a good job I was doing. And then there's a little comment in the middle of the article that says, and I quote, 'He's annoying and arrogant and completely impossible, but I suppose he's doing an alright job.' Thanks for that, buddy."_

_BEEP_

_BEEP_

"_Hey, is there a way to put music on the Omnitrix? I keep losing my phone, and since the watch also functions as a calling device I figure if I can put music on this thing I can stop worrying about where my phone is all the time. And no, this is not a stupid question."_

_BEEP_

_BEEP_

"_YOU LIAR! YOU SAID SURMSTROMMING WAS LIKE TUNA! IT IS NOT LIKE TUNA! I THINK I THREW UP SIX TIMES! MY STOMACH HURTS! YOU ARE SO MEAN!"_

_BEEP_

_BEEP_

"_There's a Ghostbuster movie marathon on right now! I'm coming over! You are about to be introduced to the joys of classic Earth cinema. And no, you don't have a choice. I will use my powers of annoyance to persuade you."_

_BEEP_

_BEEP_

"_You know, I'm surprised you haven't changed your number yet. Uh, don't get any ideas. I really do need to have your number. I'll try to be less annoying. But no promises."_

_BEEP_

_BEEP_

"_Hey. I guess you're working. Which isn't a surprise, since you're always working. It was a really crazy day today. Paradox came and collected me, along with several alternate dimension Tennysons, to help defeat Eon and Vilgax, who collected an army of evil Bens. I don't know if they get to keep their Omnitrixes because the Azmuth of their dimension doesn't care or if they…took it by force. Anyway, I just wanted to say thanks. Thanks for putting up with me, for giving me second and third chances, for putting me straight when I'm starting to stray. I know I don't say thanks enough, but I really appreciate everything you've ever done for me. The evil Bens don't know what they're missing-and that's probably why they're so messed up."_

_BEEP_

_BEEP_

"_Hey! I just realized! You extended the message length! Buddy, you are so awesome." _

_BEEP_


	11. Broken Limbs and Mended Spirits

**I do not own the Ben Ten franchise.**

**Yeah, so I have no idea how long it really takes to fix a fractured whatever. So I invented a recovery period. **

_**Ben 10: Omniverse **_**ends tomorrow. Don't know what I'm going to do without new Ben 10 episodes, but I suppose I'll live. Here's hoping they continue on with a fifth series!**

**Broken Limbs and Mended Spirits**

Ben sagged against the stack of pillows built behind him, a grimace of pain on his face. His right leg was balanced on another stack of cushions, encased in a bright green cast. Gwen and Max stood at his bedside, the latter with a soft frown on his face.

"I told you not to climb that tree," rebuked Gwen, arms crossed. "But no, you had to be a show-off."

"Shut up," snapped Ben. "It happened two weeks ago, so let it go already. A busted leg is enough of a punishment. I don't need to listen to your stupid 'I told you so' lecture."

Gwen opened her mouth to retort, but bit her tongue when her grandfather settled a hand on her shoulder. "Fine," she grumbled.

"This isn't exactly ideal," Max informed. "The Rust Bucket isn't a smooth vehicle, so that means we're going to have to stay in one place for another eight weeks."

"But that's forever," protested Gwen. "That means the rest of our summer vacation is going to go down the drain!" She cast a glare at her cousin. "Thanks a lot, doofus."

"Hey, what about the Omnitrix?" snapped Ben. "You think I'm going to be able to fight with a cast? I'm a sitting duck!"

"And that," said Max, pointing at his grandson, "is the main concern. You need to be able to defend yourself. So we're going to take a bit of a shortcut."

Ben blinked. "Um…I don't think there's a shortcut for fixing a fractured leg."

"On Earth, yes. But our planet is quite a bit behind in medical practices."

Gwen brightened in realization. "But other planets are way ahead!"

Max nodded. "Exactly."

Ben glanced at his grandfather warily. "Who are we going to get to help?"

"Our best bet is Azmuth. Galvan Prime hosts one of the most advanced ethical medical programs in the galaxy."

"No!" wailed Ben. "Not Azmuth! Anyone but Azmuth!"

Surprised by this outburst, Max's eyebrows shot up. "Sorry, sport, but we can't have you in this condition, not while you wear the Omnitrix. I'm going to give him a call, and when you go to see him, you're going to cooperate. Right?"

Ben gave a nod, lips pursed tightly.

Max left and Gwen eyed her cousin in confusion. "What's the matter with you? I thought you'd be happy to see Azmuth. It's been a while since you guys last spoke."

"I don't wanna see him right now," muttered Ben, glaring at the beige sheet of his cot. "I know exactly what he's gonna say and it's only going to make me feel worse."

A glint of sympathy shone in her green gaze. "He probably won't rag on you too hard."

"That makes me feel better," said Ben dryly.

She rolled her eyes. "Look, so you messed up. Nothing he's not used to."

"That's the problem," groaned Ben, rubbing his face with his hands. "He always uses this…voice when I screw up. The 'disappointed' voice. I hate it. It makes me feel as bad as when Grandpa Max uses his."

Gwen arched an eyebrow. "That's an accomplishment. Not a lot of people can do that."

Ben opened his mouth to respond, but he was suddenly engulfed in a green light. Startled, he soon found himself in Azmuth's main lab on Galvan Prime, stretched out on one of the Galvan-sized metal tables (which was big enough to fit his small eleven-year-old body). He blinked up at the ceiling, squinting against the bright lights that shone down at him.

"What, you couldn't bring my pillows with me?"

Azmuth turned from his computer console to give the boy a withering look. "Would it kill you to make a proper greeting once in a while?"

Putting on his best imitation of a British accent, the boy returned, "My dear apologies for my abominable behaviour, good sir. Please, allow me a do-over. Salutations, Azmuth! It's smashing to see you again."

Azmuth rolled his eyes as Max's chuckles sounded through the speakers. "Are you sure he can't just heal naturally? I think eight weeks of forced rest will be good for him."

"_But not for me," _said Max. _"We'll all go stir crazy if we're stuck in one spot for that long. That's why I forced him over there."_

Brow raising at this, Azmuth glanced over his shoulder at his current charge. All humour had left the child's face and he was avoiding eye contact, staring resolutely at the ceiling, lips turned down into a frown that resembled shame.

_Hmm._

"In that case you'll get him back in a few hours, ready to bounce off the walls per usual."

"_Thanks, Azmuth," _said Max gratefully. _"Ben, behave."_

"Yeah," Ben responded softly.

Max signed off and Azmuth turned off the communications link so that he could focus on his injured patient. The normally high-spirited and talkative kid was silent, fingers twitching by his side in a nervous manner.

"We'll start by getting that cast off," said Azmuth, opening a drawer and removing a laser cutter. "Don't move."

Ben obeyed, going rigid as Azmuth levelled the silver device at his plaster cast. The red beam cut into the material, chips of green plaster falling onto the tiled floor. "So," the Galvan said casually, "what happened?"

"Um…nothing much," muttered Ben, his fingers starting up their nervous tapping again.

"_Nothing much _does not result in a fractured fibula."

"Gesundheit."

"Funny," Azmuth said dryly. "But that still does not answer my question."

Ben bit his lip. "It's no big deal, alright?"

"Obviously not. If this had been the result of a battle, you wouldn't be so reluctant to share the story," said Azmuth lightly.

Muffling a groan, Ben let his head fall to the side. He couldn't keep anything from the Galvan. "It's stupid and it's embarrassing."

Azmuth finished cutting off the plaster, revealing a swollen leg. He gave the limb a soft prod, resulting in a wince from Ben. "It happened recently, then?"

"Two weeks ago," muttered Ben.

"And you…?" prodded Azmuth, using his remote to scan the leg to pinpoint the area he would need to give the required injection. "Am I going to have to drag the story out of you?"

"You're gonna be mad."

Surprised, Azmuth darted his gaze up, but the child was still looking at everything but him. "Why, pray tell, would I be mad?"

"I was being a show-off," whispered Ben. "Some kids were daring each other to climb a tree and I said I could make it to the very top. But I fell flat on my face and looked like an idiot."

"And _that's _the reason you didn't want to come here?" asked Azmuth in disbelief, sparing a glance at the data filling the small screen. "You were willing to suffer discomfort and stay immobile for two months because you feared a negative reaction?"

"Well, yeah," admitted Ben.

"That reasoning is idiotic."

Ben watched as Azmuth went over to his workstation. "It is not. You're always telling me not to showboat. I thought you'd be upset that I didn't listen-again."

"I'm upset that you injured yourself for no reason," corrected Azmuth. "But you're a child. An extremely impossible child, at that. I'm surprised you haven't sustained such a serious injury sooner."

Relieved that his worries had been for nothing, Ben relaxed. "So…no 'I told you so?'"

Lips curling, Azmuth finished creating the solution needed for the injection. "Not this time."

When he turned around, revealing the long needle in his grip, Ben's eyes grew wide in barely concealed fright. "That looks really painful."

"It probably will be," concurred Azmuth. "But this, when injected, will coat the fractured bone. In an hour it will be reconstructed, good as new, and the swelling will disappear."

"Um…can you knock me out or something?" asked Ben nervously.

"It will only be for a second," assured Azmuth. "Pain is only temporary-you will live through it. I am certain this will be nothing compared to the beatings you get on a regular basis."

The boy pouted. "I don't _always _get my butt whooped around."

Azmuth approached the leg and hovered the needle over the swollen area. Quickly and carefully, he inserted the silver point through the purplish flesh, causing Ben to let out a yelp of agony. His knuckles turned white as he gripped the sides of the lab table tightly, silent tears running down his cheeks as the pain throbbed from his leg.

But just as soon as it started it started to ease. Ben let out a shaky breath and slowly eased himself up, watching as Azmuth discarded the used needle. "There. Nothing more than a pinch."

"Felt like more than a pinch," said Ben, scrubbing at his face. "Sorry."

"For?"

"Crying. I know you don't like it."

"You are infuriating," informed Azmuth. "You know that? I may find no sense in shedding tears, but that doesn't mean you have to apologize for it."

Ben eyed his leg curiously. "How long will it take before I'm fixed?"

"Roughly an hour, give or take."

Green eyes brightened. "So I get to chill with you for an hour?"

"Yes, you do," drawled Azmuth. "Lucky me."

"Good," said Ben cheerfully. "It's been forever since we last talked."

_Yes, _thought Azmuth sincerely. _It has._


	12. What Exactly is Christmas?

**I do not own the Ben Ten franchise or **_**A Christmas Carol**_**.**

**So if any information in this chapter happens to be inaccurate, let me know and I'll fix. I took a World Religions class in high school, but that was admittedly a while ago. **

**Merry Christmas and Happy Holidays!**

**What Exactly is Christmas?**

Standing at the bottom of the steps that led to his front door, Ben stared in awe at the mass of snowflakes that swirled down from the grey sky, creating a white sheet that covered everything. "I can't remember a time when Bellwood got this much snow!"

Sandra dug her car keys out of her purse as she went over to her vehicle. "It's certainly been a while," she agreed. "But it'll be lovely to have a white Christmas. Thank you for cleaning the snow off the windshield, dear."

"No problem." Ben rocked back on his heels and stared at the cardboard box that rested by his feet. "You sure you want me to put the lights up? I can wait until you and Dad are home."

"I think it would be best if you did them now. For all we know, this storm might get worse!"

"Okay. Have fun Christmas shopping! And no underwear!"

Sandra cast her son a smile before climbing into her car and driving off. Ben waved until she disappeared down the road. "Alright, time to deck this place out with Christmas cheer!"

He retrieved the ladder from the garage and rested it against the house. He opened the box and removed a long string of multicoloured lights. Grinning, he looped the lights around his shoulder and scaled the ladder, climbing carefully onto the snow-covered roof.

He tugged on the lights and frowned when he realized that they were tangled in one big knot. "Man. I hate this part."

Ben set the lights on the roof and started pulling them apart, soon realizing that there was more than one strand in the bundle. "Great," he groaned as he attempted to take two strands apart. "It's like trying to get the knot out of my shoelaces-and that's hard enough."

In his efforts to make the lights neat, he ended up draping them over his arms and head, trying to keep them from mingling together. He took a step back as he tried to undo a particularly tight knot, and his right sneaker slipped on the snow. With a yelp of surprise, Ben tumbled the short distance to the ground below, where the white powder made for a soft landing.

But in his rapid descent, the lights flailed about and once more got tangled-only this time, around his body.

"You gotta be kidding me!" the boy whined, trying to jerk his feet apart. But they were locked together by a strand of lights. Another strand was wrapped securely over his Omnitrix, and his other arm was trapped against his side. "Ugh."

Lying in the snow, Ben pouted. Here he was, dressed up like a Christmas tree, and there wasn't a single person out for a wander to help him out of his current predicament. Though maybe this was a good thing…at least there was no one to embarrass himself in front of.

But then again, he didn't want to be stuck on his front lawn for the whole day.

"Cell phone…" he muttered to himself, digging through his pants pocket. He dug out his green device, and soon found that it was difficult to use the touch screen with his mitten-covered hand. "Come on…"

Managing to poke his right index finger through a hole in his mitten, he poked at the _Call _option and without looking at the name he selected the number he called last. Unable to get his phone to his ear, due the tight restraints of his Christmas bindings, he turned on the speaker phone.

"_Ben?"_

"Myaxx?" he asked in surprise.

"_Yeah, Azmuth's out of his lab at the moment. He'll be back soon, though, if you want to hold."_

"Actually, I don't really need him, per se. Just someone to help me-I picked the number I called last and Azmuth just happened to be that one."

_Geez. I really do call him a lot._

"_You in trouble or something?" _asked Myaxx in concern.

"No. Well, not serious trouble. Can you teleport me over there?"

"_I can't really do the teleporting-Azmuth controls that with his little remote. But I can get him for you."_

Ben winced. Azmuth was definitely not going to let him hear the end of this one. "Yeah, sure."

"_Hang tight, kid. See you in a few."_

She hung up and Ben managed to wiggle his phone back in his pocket. "So much for doing the Christmas lights."

A few minutes later, the familiar green light engulfed him for a brief moment before he found himself sprawled on the floor of Azmuth's lab. Ben smiled. "Hi."

Azmuth blinked at his wielder, who was trussed up in strands of what appeared to be lights. Myaxx stared at the boy curiously. "What happened to you?"

"I had a mishap," said Ben. "Can you help me out of this?"

As Myaxx assisted him, Azmuth stuck his remote in the pocket of his robe and crossed his arms. "You bothered me for this?"

"I didn't want to be stuck like that for the rest of the day," protested Ben, kicking off the last of the lights. "And everyone else I know is busy."

"_I'm_ busy."

"I know, but you're always busy and I always bother you. So you're the exception."

Azmuth rolled his eyes. "Lucky me."

"What are these things?" asked Myaxx, staring at the coloured bulbs in interest.

"Oh, they're Christmas lights."

"Christmas lights?" echoed Myaxx in confusion.

Ben tilted his head to the side. "You do know what Christmas is, right?"

"Not a clue," admitted Myaxx. "My knowledge of Earth customs is pretty limited. What do you with Christmas lights?"

By now, most of the Galvans had stopped their work and were eyeing the human curiously. Ben picked up the plug and went over to the console. He plugged the lights and grinned when the bulbs sparked to life, shining a brilliant blue, green, red and yellow.

"We use them to make our homes look pretty. To make them look festive for the holidays."

"Whoa," a Galvan said in awe.

"Those look really nice," said another.

Ben pulled off his mittens and stuffed them into his jacket pocket. "You can keep them, if you want. We got tons more in the attic."

Every Galvan immediately looked to Azmuth hopefully. The First Thinker shot the teen a withering look. "Why must you disrupt my workplace every time you come here?"

"That means yes," translated Ben, and the Galvans cheered before continuing with their work.

Azmuth watched as the child strung the lights around the main lab table. "I don't like them."

"Lies," said Ben. "You're just being a Scrooge."

"A _what?_"

"Oh yeah," he said. "You don't know _A Christmas Carol, _do you?"

"I have no time to learn about insignificant Earth customs and traditions," said Azmuth dryly.

Ben's green eyes grew wide. "So that means you don't know much about Christmas."

"Do not state the obvious. It's irritating."

"Hey, I can show you!" exclaimed Ben. "You like learning stuff. I can teach you about Christmas!"

"I have more important things to do than-"

"Please?" pleaded Ben, clasping his hands together. "You're always teaching me things. Can't I teach you something for once?"

Azmuth faltered at the earnest expression on the sixteen-year-old's face. After a moment of thought, he finally heaved a sigh of surrender. "Fine. But if it is a waste of my time, you will not like what I have to say."

But Ben's enthusiasm was not deterred. "Cool!" He bent down and picked the Galvan up, placing him on his shoulder. "This'll be fun."

"And that's what worries me," remarked Azmuth, pulling out his remote and teleporting them back to Bellwood.

The first thing Azmuth saw when they appeared on the Tennyson's front lawn was that every house on the street was covered in lights, ranging from pure white, pure blue and multicoloured. Glowing blow-up figures were tied down and railings were strewn with tree-like material.

"That is an eyesore."

"To each their own," Ben partially agreed. "You know what that stuff is of, right?"

"Not entirely," Azmuth was forced to admit.

"Well, the red-and-white things are candy canes," said Ben, pointing at each respective decoration as he named them. "They're a popular Christmas treat. That's a snowman, we like to make them when the snow is wet enough. Uh…that's called garland."

"What is the point of all this?" asked Azmuth, frowning at the glowing yard.

Ben blinked. "It's just a Christmas tradition. I think it dates back a long time ago, but over the years it's become this. Oh-that big guy in the red coat, that's Santa Claus."

"_Who?"_

"Santa Claus," repeated Ben. "It's a popular myth-well, at least in North America. I'm sure there's different versions of the story all across the world. But when I was a kid, I would write to Santa, and if I was nice he would bring me what I asked for."

"Why?"

"Because Santa brings toys to all the nice girls and boys in the world on Christmas Eve, flying in his reindeer-drawn sleigh."

"You cannot be serious."

Ben put his hands on his hips. "Have you ever heard of magic?"

Azmuth rolled his eyes. "That doesn't exist."

"Well, that's why you're so grumpy. You believe too much in science and not enough in miracles."

"It's ludicrous. Why would parents encourage such foolish thoughts?"

Ben sighed in exasperation. "It's part of the Christmas tradition. I think Santa Claus derives from Saint Nicholas, who existed long ago, and was really generous. I'm sure there's more to it, but that's as much I know."

Azmuth squinted through the snow, and was able to make out a tree standing proudly in front of the window across the street, covered in more lights and ornaments. "Trees. You put trees inside your house."

"Uh-huh."

"You take it out of the wilderness, where it belongs, put it in your home, and do _that _to it."

"Well, some people use real trees and some people use fake trees that they can reuse every year. But there's different thoughts on how the modern Christmas tree came to be, and I think the initial Christmas tree is explained as the Christianization of a pagan tradition and ritual surrounding the winter solstice," explained Ben. "That's what Christmas is about-the birth of Christ."

Azmuth glanced at Ben. "Creationism."

"Er, kind of," said Ben carefully. "See, we have many different religions on Earth, so in this case, it's a Christian holiday."

"People do all this to celebrate someone who may or may not have existed?"

Ben flinched at the derisive tone. "But to many people, He _does _exist. That's why they celebrate Christmas, for Him."

"Is that why _you _celebrate Christmas?"

The boy rubbed the back of his neck. "I don't know," he said honestly. "It's become this big commercialized event, straying from what the holiday is supposed to be about. That's why some who aren't of the Christian religion celebrate it. It's become all about the presents and the glitter and the television specials. But the thing is, there are other holidays too."

Azmuth arched his brow. "Really?"

"Hanukkah, which is a Jewish holiday and Kwanzaa, which honours African heritage."

The Galvan shook his head. "And what is the point of Hanukkah?"

"I'm not too well educated on that subject, but it lasts for eight days. Over the course of the eight nights, they light a candle in the menorah, one each night. It is said that in 165 BC, after the Jewish revolt was successful and they reclaimed the Temple, they needed to light the menorah. But there was only one flask of olive oil, which was only supposed to last for one night. But it burned for eight days, enough time for more kosher oil to be made. So, the eight day festival was created to commemorate the miracle."

"Two different holidays for two different religions," said Azmuth, a skeptical expression on his face.

Ben nodded. "They're both important stories, and they mean a lot to many people. Though the beliefs are different, the holidays share a core."

"And that would be?"

"Give."

Azmuth glanced at his wielder. "Give?"

"Give, don't be greedy. Love, don't hate. Forgive. Celebrate with your family." Ben extended his arms as he spoke. "The holidays are about being nice to your fellow man. They're about working together, helping those who need it, doing things that should be done every day of our lives are emphasized during this month. And you know what? It works. People are nicer, they do more, there's just something in the air that makes me feel warm inside. Whether you believe in Christmas or Hanukkah, both are about miracles, what can happen if you just believe."

Azmuth studied the teen thoughtfully. "And how does this Christmas Carol fit into this?"

Ben smiled. "Scrooge, the main character in the story, is an old miser who only cares about himself and is selfish. He gets visited by four ghosts. The first warns him of the ghosts that will arrive, and how he needs to change his act. The second ghost shows him his past, the third shows him his present and how miserable he makes others, and the fourth shows him a future that's dark and depressing. By the end, Scrooge finds the spirit of Christmas alive in him, and he sets about fixing his wrongs."

"By giving."

"Exactly," said Ben cheerfully.

"I see."

"Was that okay?" asked Ben uncertainly. "I probably didn't explain everything too good-"

"You did fine," interjected Azmuth. "I did learn something. While humans may have different reasons for celebrating the holidays, the core point is the same. To celebrate their beliefs, and to bring joy to their fellow mankind."

"Yeah," said Ben, relieved. "Okay. Great. So, speaking of giving, what do you want?"

Azmuth glanced at the gently falling snowflakes, a slow smile curling across his face. "Nothing."

"You sure?" the sixteen-year-old asked. "'Cause I was planning on getting you something anyway-I've always meant to, but it's really hard shopping for you, so ideas would be-"

"You already gave me a gift."

Ben blinked. "I did?"

"A long time ago," answered Azmuth. "But it's one that'll last me a while."

He scratched the back of his neck, confusion on his face. "What'd I get you?"

_Hope. Hope for a better future. Belief. Belief that there were self-sacrificing people out there, willing to stand up and fight for those that couldn't. Freedom. You freed me from my isolation, my bitterness and my self-hatred. You gave me a reason to truly live again. You showed me that my inventions can be used for peace, so long as I trust them to the right person. And you'll always be that person._

"Perhaps I'll tell you someday. What do you want?"

Surprise crossed Ben's face. "Me?"

"You did say that Christmas is about giving."

"You already gave me a gift, too. When I was ten." Ben held up his left wrist, flashing the white-and-green Omnitrix with a bright smile. "You changed my life."

_And you changed mine._

"But…is the Master Control an option?" added Ben hopefully.

Azmuth could not help but grin. "Try again on Christmas during your nineteenth year."

"Wait, but you said I'd get it on my eighteenth birthday!"

"I said _maybe_."

Ben pouted. "Oh, fine." But a second later the lips lifted into a smile. "Hey, you wanna build a snowman?"

The Galvan was finding it very difficult to say no to these particular pair of eager green orbs. He didn't get exposed to much snow on Galvan Prime, anyway. "If I must."

"You must," confirmed Ben cheerfully.


	13. Of Slimebiotes and Contingency Plans

**I do not own the Ben Ten franchise.**

**This chapter takes place during **_**Malgax Attacks**_**, so there are direct quotes from this episode.**

**During one certain scene (you ought to know which moment I'm talking about) I actually had to pause the episode because I had burst into tears. But then I finished the episode and all was well again.**

**Of Slimebiotes and Contingency Plans**

When Azmuth entered his lab, it was to see Myaxx chatting with someone over the call system. He immediately tried to backtrack, but his assistant caught him. "It's for you," she informed with a grin.

"I know. Hence trying to make my escape," muttered Azmuth. "What do you want, Ben?"

"_How'd you know it was me?"_

"There are very few people who call me, and unfortunately, you are one of them. I shudder every time the console buzzes."

"_Thanks," _the boy returned sarcastically. _"That really makes me feel good. Listen, I need your help."_

Smirking, Myaxx left the room, intending to finish her own duties located on one of the lower floors of the building. "Good luck," she whispered before she departed completely.

Grunting, Azmuth crossed his arms and stared at the speakers on his console suspiciously. "With what?"

"_I'll explain when I get there."_

"Don't tell me you're near," said Azmuth in dismay.

"_Yeah. About three minutes away from landing."_

"_Ben, you told me you called him before we left," _interjected Max in annoyance.

"_Well, I lied. I was afraid he would say no. So it's a surprise visit."_

"It's not a visit," snapped Azmuth. "You're coming here to bother me with a trivial matter."

"_It is not trivial!" _whined Ben. _"You'll see once we get there!"_

"Ben-"

"'_Kaywe'llseeyousoonthanksyou'regreatbye!"_

It was all said in a rush and the boy hung up before the Galvan could respond. Huffing in frustration, Azmuth twisted on his heel and headed for the transport tube. He swished down to the main floor and exited the large glass doors. He could see the oncoming spaceship and reluctantly headed over to where he suspected they would land, which was rather close to Galvan Prime's main tower.

_One of these days, I'm going to really give it to him, _thought Azmuth, hands folded behind his back as he walked. The teen was not dumb, and therefore had figured out the tricks into getting his mentor to help him out with certain situations.

The green Plumber spacecraft landed and the hatch opened, letting Max, Blukic, Driba and the skinny teen himself clamber out. "Alright, Ben, what trouble have you brought me this time?" he asked heavily, approaching them.

"Ben has a pest control problem," informed Max.

"I resent that," said an unfamiliar voice haughtily.

Ben crouched down and extended his left arm, so that Azmuth could see the creature that was firmly attached to his Omnitrix. "A Slimebiote," he observed with intrigue. "I've never observed one. They're thought to be extinct."

"Hello, Ben, Magister Tennyson," a cheerful voice greeted, and Azmuth flicked his gaze over to see Luhley walking over to them.

Blukic and Driba immediately had all eyes on her. Blukic shoved his partner aside and stepped forwards. "Hi, Luhley," he greeted. "You look mighty lovely today."

Not one to be upstaged, Driba came up behind Blukic and knocked him aside. "Yeah, Luhley. Your skin flares gently in the gentle afternoon sun."

Less impressed with her two fellow Galvans, Luhley greeted flatly, "Hi Blukic, Driba."

Slightly amused by the duo's attempts to catch the Galvan Plumber's attention, Azmuth motioned for the group to follow him. "I'll see what I can do," he directed at Ben, who stood up with a hopeful smile.

They made their way towards the main tower. Azmuth glanced up at the teen with a slight frown. "Exactly how long has the Slimebiote been on my Omnitrix?"

The boy flushed. "Um…a couple of months."

"And you didn't think to inform me about this development as soon as it happened?"

Ben rubbed the back of his neck. "Of course I thought about it. But I wasn't sure how you would react, so I didn't do it."

"So now that you're tired of him, you decided it was the time that I know about it, just so I can fix the problem you landed yourself in."

"I didn't land myself in anything!" defended Ben. "It just happened!"

"You were careless."

"You're in trouble," said the Slimebiote in a sing-song voice.

"Yeah? Well, you're about to get your slimy butt knocked off," snapped Ben.

"So rude. Not only do you mistreat me so horribly, but you failed to introduce me to your friend."

"I-oh. I guess I did. Azmuth, this is Skurd. He's a pain."

"And I'm attached to an even bigger pain," returned Skurd, pleased when his host's forehead creased in frustration.

Azmuth quelled the smile that wanted to appear. It was amusing to see his wielder, who was always so snippy and sharp-tongued, get flustered by someone other than him. There were very few people who had the ability to outwit the boy, and it was nice to see someone else who could throw the teen through a loop.

They reached his lab and Ben settled himself down on a lab table. Azmuth inspected the Slimebiote for a moment and Skurd stared impassively back.

"So what's the verdict?" spoke up Ben.

"I can use ionic particle surgery to break the genetic adaptation between the two of you," said Azmuth, lightly taking Ben's left hand and surveying the deep roots Skurd had made into the Omnitrix's interface.

Ben snatched his hand back, an uncertain expression on his face. "That sounds kind of…ow," he said, holding his left arm to his chest.

"You think?" muttered Skurd.

"It's practically painless," assured Azmuth.

"Practically?" shrieked Skurd.

That was enough for Ben. "Great! Then what are we waiting for?"

Skurd extended up Ben's left arm so that he was level with the teen's face. "Don't do this, Ben! I beg you, you need me!"

Ben snorted derisively. "In what galaxy?"

Azmuth frowned slightly, not liking the arrogance that seeped into his tone. "Yes, Ben. Are you sure you want to do this?"

"Yeah, why wouldn't I?" he replied, genuinely baffled.

"Good relationships can be hard work, but it's often worth it."

There was a brief flash of understanding in Ben's emerald gaze. He knew Azmuth was referring to their own relationship, and the many trials they faced over the years. Azmuth knew the frustration of dealing with someone who was both similar and dissimilar to his own personality, for Ben was as stubborn and firm in his beliefs as he was, but Ben was impulsive whereas Azmuth was logical. The Galvan would admit to wondering if the effort he was putting into their relationship was worth it, especially during the days where Ben's ego caused him to want to smack the boy a good one.

But all the effort he invested in the relationship with the sixteen-year-old Earthling was most certainly worth it, and he had a feeling that Ben would regret separating with Skurd over what was no doubt a petty argument or occurrence. He liked to act rather than think, and Azmuth doubted he would ever grow out of that habit.

So as a mentor, he would guide and advise when necessary.

The problem was getting the hard-headed boy to actually listen.

Emerald eyes flicked over to the Slimebiote on his shoulder, hesitating for only a moment. Determination soon shone in his orbs and he said feelingly, "This one isn't."

He glared at Skurd, and the Slimebiote glared back. Azmuth quelled a sigh. "Alright, then."

Going over to his equipment cabinet, he removed a skinny silver device with two pricks at the end. Ben laid his wrist on the table and Skurd eyed the device warily. Azmuth dug the pricks in between Skurd and the Omnitrix and turned it on.

Skurd immediately yelped as the volts went through his small form, forcing him off of the Omnitrix and dropping to the floor. "You got what you wanted, Ben. I hope you're satisfied."

"Skurd, how do you feel?" asked Max.

"Never better," he returned moodily. A yelp escaped him when he was suddenly seized by a pair of tongs and placed in a container.

"This containment unit comes with a morphogenetic dampening field that will inhibit your unique abilities," informed Azmuth. "Now, my eukaryotic enigma, I can examine you more closely."

His lips curled into a smile at the Slimebiote's nervous expression. Though he doubted he would ever get to truly study the organism. His primary reason for keeping Skurd contained was because he knew Ben would change his mind eventually, and he would keep Skurd close for when that day came.

The doors suddenly slid open, and Luhley hurried in with Blukic behind her. "Azmuth!" she cried. "Malware's gone!"

Ben quickly got to his feet, eyes narrowed. "That's bad."

Driba arrived with some floral item for Luhley, but Azmuth did not pay attention to the exchange, his mind already analyzing the situation. He had a good idea of who was behind the theft of Malware's remains, for the corrupted Mechamorph was in no condition to do anything of his own accord.

"Listen everyone," ordered Max, standing up. "If Malware has returned to life, we don't have much time. All of Galvan Prime could be in danger."

Azmuth considered correcting Max's theory, but stayed silent. There was always the slim possibility he was wrong. And the specifics didn't necessarily matter-whoever took Malware's remains intended to use them, so it would essentially be Malware attacking, only controlled by someone else, and he had a suspicion he knew who that 'someone' was.

"Yeah," spoke Ben, bringing Azmuth out of his musing. The boy's face was speculative. "But what's he planning?"

There was hesitance in his tone that suggested that he didn't entirely believe Malware was back to life, but going along with it anyway until he had solid evidence that proved otherwise. Azmuth felt a flare of pride. _Good boy._

He went over to his security system and cycled through the cameras, soon coming upon a foreign ship lingering in Galvan space. Ben frowned. "I know that ship," he muttered.

They watched as drones spilled from the ship, heading straight for Galvan Prime. "Looks like they're attack drones," said the teen.

"Azmuth, what about the defense grid?" asked Max urgently.

"I've strengthened the barriers since Malware's last attack," assured the Galvan. "We're safe."

As soon as the words left his mouth the drones passed easily through the defense grid, as if it wasn't there at all.

"Is that supposed to happen?" asked Ben in confusion.

Azmuth resisted the urge to roll his eyes. "No, it's not," he said grimly. "Malware couldn't possible know about teleportation frequency manipulation."

"Maybe someone is helping him," voiced Max.

"Most likely," agreed Azmuth, as he knew there was no time to explain his entire theory at the moment. They would discover the cause of the attack soon enough. "Let's go."

The drones swarmed over Galvan Prime, red lasers raining down. The defense team immediately got into action, doing their best to shoot the drones down. Ben, Max and Azmuth hurried outside, getting a full view of the chaos that was occurring.

"Time to get busy!" declared Ben, spinning the dial on his Omnitrix and smacking his hand down. A flash of green light later and Ghostfreak appeared, flying into the sky to intercept the drones. "Let the games begin!"

Max was on the ground, using his Plumber tech weapon to shoot the drones down, Azmuth perched on his shoulder, eyes alert. Ben soon had to join them, for his Omnitrix timed out.

Before he could change into another alien, Vilgax and eleven-year-old Albedo appeared in a flash of red light.

"Great," he grumbled. "My evil twin and Squid Face."

"Now we know who's behind these attacks," said Max.

Using his Ultimatrix, Albedo transformed into his Ultimate Galvan form. He hovered into the sky, arms stretched out. "Behold, my people, a hyper-evolved Galvan. I am your new master."

"Hardly," said Azmuth derisively.

Albedo spun around to glower at his rival. "The reign of the First Thinker is over, Azmuth. From now on, I am the Ultimate Thinker!"

"Albedo wants to replace Azmuth," said Max incredulously.

Azmuth flicked his gaze over to his wielder. The teen was doing well to mask his facial expressions, but his eyes showed the disturbance he felt. He grew anxious whenever threats were directed towards his mentor, and while Azmuth was touched by his concern, he was also exasperated that he allowed his emotions to show so easily.

In an attempt to distract himself from his unease, Ben demanded, "So what's Vilgax doing here?"

"I have come to claim what is rightfully mine, Ben Tennyson," Vilgax growled, holding up a red and black cube and crushing it.

His body immediately joined with that of Malware's, turning him into a combination of Chimera Sui Generis and corrupted Mechamorph. "Now, give me the Omnitrix!" he ordered.

"Vilgax stole Malware from the Hall of Predators," realized Ben.

"And fashioned it into a morphable suit of armour with Albedo's help, no doubt," added Azmuth.

"You think you're the smartest being in four galaxies?" Albedo asked disdainfully.

"Five, actually," returned Azmuth with a straight face.

"You're nothing!" snapped Albedo. "You hide in that lab of yours all day pondering the cosmos, hording its secrets! That ends now. I'm going to tear your lab apart and once I know the mysteries of the cosmos I will reign supreme!"

Enraged by his threats against the First Thinker, a group of soldiers opened fire on Albedo. He easily deflected the shots with a shield. "Behold!" cried Albedo. "I am your superior!"

With one shot, he took out the soldiers. Vilgax turned his hand into a plasma ray and opened fire, causing Ben and Max to dive out of the way. Azmuth fell off of Max's shoulder and hit the ground with a grunt. They quickly climbed to their feet, and Azmuth could see the helpless glint in Ben's emerald eyes. The teen didn't know who to take on first, or how to go about it.

"Two enemies on two fronts, three counting those drones," he said casually, returning to his place on the elder Tennyson's shoulder.

"We'll need to occupy all three forces simutaneaously," determined Max.

"Exactly," agreed Azmuth. "I will lead the attack against Albedo while you take the rest of our forces and destroy these drones."

"What about me?" asked Ben quickly.

Azmuth stared at the boy in disbelief. He thought he had made it quite clear what the child should focus on, but apparently he needed everything spelled out for him. "I thought that was obvious. Use the Omnitrix to kick Vilgax's butt."

The helpless look was immediately replaced with determined steel. "Now we're talking," he said, twisting the holographic dial and smacking his hand down. Diamondhead soon appeared before them and he growled, "Hey Squid Face, let's rumble!"

The two clashed, with Ben soon flying into the depths of space due to a hit from Vilgax. Vilgax followed after in pursuit, and soon the two were out of sight. Having faith in his wielder's abilities, Azmuth focussed on his current objective.

"Albedo is breaching our defenses," he said, eyes narrowed as his former assistant took quick care of the soldiers attempting to stop him, getting closer to his lab.

"Vilgax and Albedo didn't just beam in here from nowhere," said Max.

"They must have a ship in orbit controlling these drones," mused Azmuth.

"If I can get to it, and knock it out at the source-"

"Then we Galvans can concentrate on stopping Albedo," finished Azmuth, impressed.

"And I can help Ben defeat Vilgax."

"You're tactical prowess is impressive Max," praised Azmuth, jumping from the man's shoulder to the ground. "There might be a little Galvan in your blood."

Max smiled. "It's all Tennyson," he said. "Do you have a teleporter?"

With quick fingers, Azmuth pulled the remote from his pocket and sent Max to his desired destination. He glanced over to see Albedo scaling his lab in Ultimate Spidermonkey's form. It would not be long before he reached his destination, and Azmuth realized with a jolt that he had yet to see the three Galvan Plumbers in action.

He gave the button another press, sending him into his lab. He was in time to see Albedo, now in the form of Ultimate Rath, looming over Luhley, who was not backing down from her large adversary.

"Leave her alone!" he commanded, his voice echoing in the large space.

Albedo whirled around. "You're just in time, Azmuth," he said with a sinister smile.

Fingers twitching slightly, for he knew what was most likely to come next, Azmuth kept calm. "For what? To watch you bully my companions?"

Albedo ripped a cable apart and connected it to a blaster Luhley had been working on only moments before. "No. To die," said Albedo darkly, making the deadly shot.

Azmuth raised one hand in front of his face, the other flicking over to the remote hidden in the pocket of his robes. As the blast struck him he pressed the button, single-handedly avoiding death and tricking Albedo at the same time.

But he was nothing more than observant particles now, unable to instruct, only able to listen. He did not enjoy Luhley's tortured scream of agony, but was very proud of her adamant refusal to ever consider Albedo her master.

Luhley lured Albedo away from her two friends, leaving Blukic and Driba to stand in a shocked state. "I can't believe he's gone," said Blukic softly.

_I am not gone-not yet, at least. Hopefully I did not overestimate your intelligence._

Driba's belt started beeping and he glanced down at it. "Blukic, my hazard detector is picking up trace amounts of electromagnetic radiation."

"Teleportation signatures give off electromagnetic radiation!" exclaimed Blukic.

_Ah, there we go. _

"You don't think that Azmuth was smart enough to teleport himself at the exact moment he was vaporized, do you?" asked Driba.

"He was," returned Blukic. "We're not."

_Well, at least he's honest about it._

"Then Azmuth might still be alive!"

"For about four minutes," pointed out Blukic. "After that his atoms would degrade."

_Exactly. So get on with it, please._

"We have to reconstitute him!" exclaimed Driba. "How long has it been?"

"Three minutes. Give or take a minute."

In a burst of speed, they got to work, gathering the necessary materials it would take to bring Azmuth back to his solid form.

As they put the finishing touches on their contraption, Blukic wondered, "How come Azmuth didn't program a return destination for himself?"

"He didn't have time! Which is why he's counting on us to rescue him! Now activate the teleport beacon."

Blukic complied, and the machine whirred, giving off a blast of green light. Soon Azmuth stepped out of the machine, body completely intact.

"I did it!" exclaimed Blukic and Driba.

"Took you long enough," returned Azmuth, though his tone was light.

"You two are amazing!" squealed Luhley, filled with happiness at the sight of their leader alive and well. She quickly flew down to join them and Albedo appeared in the hole he made in the glass dome of the roof of Azmuth's lab.

He stared down in disbelief. "No!" he roared. "I destroyed you!"

Azmuth smirked as Albedo dropped down into the lab. "Yes, well, I was smart enough to prepare for that contingency," he said easily, opening a small compartment and removing a small screwdriver-like device. "And this one, too."

He pointed his invention at Albedo and pressed the button. A jet of green light connected with the Omnitrix symbol in Albedo's chest and he transformed back into his eleven-year-old form. "I've disabled your Ultimatrix," explained Azmuth.

"Ah, you mean I'm stuck in this hideous form? Forever?" whined Albedo, staring down at himself in horror.

"Albedo, do you know why they started calling me the First Thinker? It wasn't because I achieved a perfect score on my G.A.T.s as a tadpole."

"I knew that was a pockerful!" exclaimed Albedo.

Azmuth smiled smugly. "Oh, I did. But I'm the First Thinker because I always plan for every contingency. After I designed the Omnitrix, the most powerful technology in five galaxies, my first thought was 'gee, I should probably invent a failsafe in case some interstellar head-case ever gets a hold of one of these things.' So I did."

Albedo processed this for a brief moment before his face twisted up in defeat. _"Noooo!" _he wailed.

Azmuth summoned a pair of soldiers and soon Albedo was taken into custody. When the traitorous Galvan was gone, a blue hologram fizzled into view, showing Max Tennyson, but it was quickly replaced by Ben in his Vladat form. He looked battered and beaten and Azmuth furrowed his brow in concern.

But it was not him Ben was speaking to. It was the currently contained Slimebiote.

"_Skurd, you've got to help me!" _he pleaded.

"Say what?" asked Skurd in slight bafflement.

"_You were right about us. We make a great team. So if you're still listening, help me Skurd the Slimebiote, you're my only hope!"_

The second the words left his mouth he was attacked by Vilgax, sending him flying and cutting the commlink off. "You heard him," snapped Skurd. "Get me out of here!"

Azmuth climbed onto the table and brought Skurd out of his containment unit. "I'll teleport you to Vilgax's ship."

"No, don't! I'm a one-celled organism, remember? Split me apart and the reconstitution process will destroy me! Also, teleporting makes me space sick."

"I'll fly him there!" said Luhley determinedly.

Azmuth handed Skurd over and Driba frowned in concern. "How will you get past the drones, my celestial bonnet?"

Luhley smiled. "Very carefully," she said simply.

She hurried from the lab, and Azmuth realized with a soft frown that he would have to wait for news of the result of the battle.

He didn't like waiting-especially when Ben's life was hanging on the line and he had no idea if the boy was alive or dead in that very moment.

But soon the drones fell from the sky, deactivated, and he relaxed a smidgen.

He only allowed the tension to lift from his shoulders when Ben arrived in the form he deemed Gravattack, everyone in his grasp. He set everyone down and transformed back into his regular form, panting heavily and exhaustion clear on his face.

"He kicked my butt," he wheezed at Azmuth. "But I kicked his harder."

"That he did," confirmed Skurd, in his proper place on the face of the Omnitrix.

Azmuth could not stop his amusement from showing. "Well, I suspect it was a difficult match. But you pulled through."

Ben glanced at the Slimebiote. "We're stronger together, buddy. That's for sure."

"I tried to tell you, but would you listen to me? No. Which is why we need someone more flexible calling the shots. Like me."

"Okay look, I can still change my mind," threatened Ben, but it was only half-hearted.

"You have extraordinary instincts," Skurd returned mockingly, bowing slightly.

Azmuth suppressed a snort and went over to the two Galvan Plumbers that saved his life. "Driba, Blukic, I want to thank you both for being smart enough to recognize the clue left behind by my brilliant contingency plan."

"You are welcome," said Driba cheerfully.

"How you feeling now, Boss?" asked Blukic.

"Like brand new. The reconstitution process fixed my sciatica."

"What happened to Albedo?" questioned Max.

"Oh he's keeping the city clean for the next thirty Galvan solar cycles," said Azmuth with a slight smile.

"So is one of you going to ask me out or should I just chose?" asked Luhley bluntly.

The two in question stared with wide eyes. Luhley smiled. "Okay, fine. I chose…Driba."

"Thank you my sumptuous grail!" said Driba ecstatically, hurrying over to kiss her hand.

"I'll never love again," lamented Blukic sadly.

Luhley's lips quirked. She glanced over at the sound of a hoverpack and waved at the approaching female Galvan. She landed and stood beside Luhley with a shy smile. "Blukic, this is my cousin, Duffie," she introduced.

Duffie giggled softly. "You're cute."

Blukic brightened. "I'm in love again!"

"Aren't happy endings great?" asked Skurd with a contented sigh.

Ben smiled. "Actually, they kind of are."

"Vilgax was fried, did you say?"

Ben glanced down at Azmuth. "Yeah. He's like a statue now-I don't think I'll be seeing him anytime soon."

"Don't be so sure," warned Azmuth. "Vilgax isn't one to be defeated so easily."

He rolled his eyes. "I'm trying to be positive here. By the way, how did you defeat Albedo?"

"With a few contingency plans. He tried to kill me, but I teleported away at the right instant and had to be reconstituted by Driba and Blukic. Then I used a device I invented as a failsafe for the original prototype Omnitrix to deactivate Albedo's Ultimatrix."

Silence fell after his reply and Azmuth glanced up. The boy was frowning, brow crinkled in puzzlement as he thought about something that was obviously bothering him, but wasn't willing to voice. "What is it?"

Ben snapped back to reality and said hastily, "Uh, nothing. Sorry."

Azmuth rolled his eyes. "Don't be idiotic. You want to ask me something. So ask it."

"He knows you rather well, doesn't he?" asked Skurd in amusement.

Ben flushed and rubbed his shoulder. "Well…it's just that when Albedo caught you with the intention of stealing your intelligence, and I asked if you had a contingency plan, you said you didn't have time for such nonsense."

The Galvan stared at him, impressed. "So you can remember key pieces of information. Very good."

"Well?" pressed Ben hesitantly. "Is there a reason you lied?"

Azmuth was struck with a wave of fond exasperation when he realized the child was more upset by the fact that he was lied to rather than actually being confused. "I didn't need your ego to inflate in that particular moment, so I felt the need to tell a small fib."

Emerald eyes flooded with bewilderment. "My ego? What's that got to do with anything?"

"You buffoon. _You _were the contingency plan during the time of which you two are referring to," informed Skurd. "He was expecting you to save him."

The eyes widened. "Really?"

"Yes," admitted Azmuth. "I did not build a contingency plan for that particular scenario because I knew you would pull through."

Ben's face brightened. "So, I'm one of your contingency plans?"

"Don't focus on that," warned Azmuth. "I don't want to hear bragging or boasting. You're a contingency plan because you wield my Omnitrix. I can easily change that."

_This _was a lie, and Skurd knew it, by the way his eyes glinted knowingly. But Ben quickly tried to suppress his joy, but did not do a very good job.

When faced with such happiness from his wielder, Azmuth tended to go on the snappy side, for he always berated himself for showing the boy the amount of affection he held for him. And that's what he did in this moment, with Ben's goofy grin beaming down at him.

"Stop smiling like that. You look like a complete idiot."


	14. Return From Benwood

**I do not own the Ben Ten franchise.**

**So you can probably expect a Gwen 10 chapter in the near future. If you have suggestions, feel free to let me know. **

**Return From Benwood**

Ben 23 waved wildly as his alternate dimension counterpart departed in the cross-dimensional Mr. Smoothy. When the teen disappeared, the hand fell to his side, and the boy was suddenly at a loss of what to do now.

Azmuth was probably still furious with him. He had every right to be, since Ben didn't think it was pleasant to be swallowed and then spit up by Vomit Man. He didn't even know if his mentor was back from his vacation yet.

His stomach suddenly sunk as a horrible thought struck him. What if Azmuth decided not to come back at all?

_It's what I deserve, _he thought miserably, shoving his hands into the pockets of his jeans and strolling off down the street. It was rather late, so he didn't need to worry about mustering up smiles and winks for excited fans. He found himself heading towards Headquarters, a special base he had established using his money. Tetrax and Sevenseven lived and worked there, and so did Azmuth, after his short living period on Galvan Prime.

Ben reached the three-story, heavily-secured building. He passed through the gates and used his Hero Watch to get access through the glass front doors.

The first floor housed the security room, weapons room, archives and a massive computer console that Ben didn't know how to use. The second floor was where the rooms were located, along with a modern kitchen and recreation space. The third floor, and the place where Ben spent most of his time, was Azmuth's lab. It was the largest floor of the building and stocked with the most advanced scientific equipment available.

The lab had been Ben's way of luring Azmuth to stay with him in Bellwood, for he didn't like the Galvan being so far away, so soon after they had just met. Azmuth agreed, on the condition that the lab was constructed exactly to his liking.

And so the lab was pretty much an exact replica of Azmuth's lab on Galvan Prime, with a few minor exceptions.

Ben stared at the transport tube, which was located directly across from the entrance. After a moment of internal debate he headed down the tiled corridor and checked the security room, where he found Tetrax lounging in the large swivel chair.

"Hey," he greeted, venturing into the room.

Tetrax slid his gaze from the security monitors. "Hey, kid. You're back early."

Ben rubbed the back of his neck. "Well, Azmuth didn't say how long I was supposed to be there. I probably would have stayed longer, but a life-or-death situation came up and I learned my lesson." When Tetrax eyed him dubiously, he added, "I swear."

"Here's hoping," Tetrax said, reclining back, feet propped up on the edge of the console. "We don't need to hear Azmuth's griping every time you chew him up."

"Yeah, that was a one-time deal," promised Ben. "Um…is he back?"

"No. He was planning to go get you sometime next week. Should I tell him your back?"

"Maybe not now," said Ben, figuring that Azmuth wouldn't want to see him so soon after dropping him off in alternate Bellwood. The Galvan had chosen to return to his lab on Galvan Prime, which meant that he probably didn't want to be near him so soon. "But…can you let him know later on the week?"

"When he's most likely cooled off?"

"Yeah."

Tetrax nodded. "I can do that."

"Has anything happened?"

"Nope. It's been quiet. For which I am grateful. So don't mess that up."

The blue-eyed boy pouted. "I don't _try _to cause trouble. It just happens."

"I noticed."

"Where's Sevenseven?"

"Picking up a pizza."

The blue eyes turned hopeful. "Pizza is meant for sharing, you know."

Tetrax smirked. "How do you know we want to share with you?"

"…because I'm awesome."

"That's not a reason, but I guess you can have some anyway. So, what's this life-or-death situation that you went through?"

"It's a long story."

"You can tell it over pizza."

…

Soon six days passed and on the afternoon of the seventh day Tetrax decided that that was enough time for the two to have been apart. Ben was miserable, though he was trying not to show it. The boy quickly became attached to the rag-tag group of aliens, especially Azmuth. And despite the Galvan's gruff behaviour, he too had grown fond of the child, though he would not admit it.

But Tetrax wasn't fooled. After Ben learned that not all aliens were bad, Azmuth decided to go back to Galvan Prime.

It was a decision that did not last long.

Ben quickly missed his mentor, and promised him his own lab in Bellwood if he would return permanently. Azmuth, who found himself missing the impossible child, agreed without much of a battle.

Tetrax contacted Azmuth through the commlink installed in each of their suits, and soon he answered. _"What is it, Tetrax?"_

"I just thought I'd let you know that Ben's back."

"_What? How did he return from the other dimension?"_

"Remember that cross-dimensional smoothie place? That's how. The kid and his alternate dimension counterpart ended up in the world of one of their evil counterparts, and had to fight against his forces to stay free. It's a long story, and Ben can tell it better than I can."

"_I leave him for a week and he lands knee-deep in trouble," _grumbled Azmuth. _"When did he get back?"_

"Six days ago."

"_Six days ago?! And no one thought to inform me?"_

"He didn't want to," informed Tetrax. "He figured you needed more time away from him."

"_That's not the reason why I sent him away."_

"I know that, you know that. He doesn't know that."

"…_I'll be back shortly."_

The commlink cut off, signalling that Azmuth had hung up. Tetrax smiled slightly. Yes, Azmuth wasn't fooling anyone.

He wanted to see Ben just as much as the boy wanted to see him.

…

Sprawled in his massive, four-poster bed, Ben curled under his silk blankets. It was roughly two in the afternoon, and after doing his publicity stunts and having a meeting with his agent, the rest of the day was left to him.

So he did something he didn't normally do so late in the day-he changed into his pajamas and dropped into bed. There was no alien butt to kick, and his parents were once again off somewhere (most likely Italy) leaving him alone in a massive mansion filled with servants who preferred to not interact with him.

With no motivation to do anything, he just lazed about, head stuck under his feather-filled pillows as he waited nervously for Azmuth's return. He wasn't entirely sure if his mentor had forgiven him, or if he ever would. Maybe he wouldn't come back at all, once Tetrax informed him that he was back in his own dimension and there was no need for him to go collect him.

Ben bit his lip at the depressing thought. It wasn't the first time he believed his actions would drive Azmuth away. But he was impulsive, something he couldn't help, and that clashed with Azmuth's logical personality.

_He totally has the right to leave me. I _swallowed _him, for crying out loud. He told me to stay put and wait. I did the exact opposite._

His sullen thoughts continued to flow in a similar manner, and when Azmuth materialized in the boy's extravagant bedroom this was the sight he saw, a lump under a set of expensive blankets. Arms crossed over his chest, he asked, "Is this sulking or have you just gotten lazy?"

Ben bolted upwards, his covers and pillows flying haphazardly to the hardwood floor. "Azmuth!" he exclaimed. "You're back!"

There was a note of relief in his tone that Azmuth did not miss. "A vacation does not tend to be long-term," he informed.

"Yeah, I know." Ben adjusted his position so that he was sitting comfortable over his wrinkled sheets. "I just…uh…"

"Didn't think I'd come back?" finished Azmuth.

Ben flushed. "I really screwed up."

"You did. And I was furious. Which is why I figured it would be best if your alternate dimension counterpart took over for a while. You don't react well to anger, and I was in no mood to teach. I am afraid you cannot get rid of me that easily."

Ben smiled. "Oh. Okay. Cool. I am really sorry."

"I know you are." Azmuth paused for a moment. "I suppose I ought to make an apology myself."

Ben stared at him in bewilderment. "For what?"

"I didn't use the best phrasing, perhaps, when I said I needed a vacation. The vacation was not to get away from you, as I implied. It was to allow the both of us time to cool down."

"I don't think there was an apology in there."

Azmuth shot him a withering look and the boy smirked. "But I accept it anyway."

"How gracious of you," returned Azmuth. "Now that we're past that, how did the mentoring go?"

Ben told his mentor all about the disaster of Mad Ben's dimension, as well as the trials he and Ben Prime had to face in order to free Benwood and themselves. "It was pretty rough," said Ben after he finished the story. "But after it all, I really did learn something."

"That would be?"

"I'm only worthy of my Hero Watch when I'm making other people's lives better. There's a lot riding on what I do, and I better not blow it."

"Well, I'm impressed," said Azmuth sincerely. "It seems that it was not a wasted trip."

"Oh, and I learned something else. Don't chew on you, or else I'll get my butt booted off for some serious mentoring in another dimension from someone who feels less inclined to kill me on a daily basis."

Azmuth could not help but laugh at the seriousness in the twelve-year-old's tone.

"Now _that _is an important lesson to remember."


	15. Joke's On You

**I do not own the Ben Ten franchise.**

**I took all but the last two riddles from the Internet. But I can't remember the exact place I took them from. Just know that I didn't come up with them.**

**Joke's On You**

The sun filtered through the crack in the dark green curtains, a yellow ray breaking through the darkness of the room. Ben grumbled sleepily and cracked one eye open, flinching as the light invaded his unprepared vision. He slowly sat up and squinted at the small alarm clock resting on his bedside table.

"Nine," he groaned after reading the glowing green numbers, raising his arms and stretching. "I can get up early on a weekend, but it takes forever to get me out of bed a half-hour earlier on a weekday. What's up with that?"

With no desire to go back to sleep, he rolled out of bed and went into his bathroom. He ran a comb through his tangled brown curls.

And froze.

Green eyes wide, he stared at his reflection in the mirror. His right hand was holding the plastic comb to his head, his left arm resting on the countertop.

His _bare _left arm.

Blinking, Ben stared at his left wrist. He gave it a shake, as if by some miracle his Omnitrix would appear out of thin air. "Okay…weird."

Dropping the comb into the sink and trying to ignore the sick feeling rising in his stomach, he went over to his bed and threw off the blankets and pillows, searching the folds for his treasured possession. But it wasn't lost in his bed, nor was it underneath.

The Omnitrix had been on his wrist when he went to sleep nine hours ago. Which meant that, sometime during the night, someone had snuck into his house and stolen his Omnitrix.

_No, no, _he tried to reason with himself before he launched into a full-blown panic mode. _The Omnitrix works best when I'm the one wearing it._

_That doesn't mean no one else can use it, _returned his inner voice. _This isn't like the old Omnitrix, where it took Azmuth himself to get it off. You can slide your new one on and off. And if you can do it, someone else can do it. DNA signature or not, there are other geniuses out there who can break the code._

Which meant one thing.

"_I lost the Omnitrix!" _screamed Ben in terror as the heavy weight of this realization struck him.

The most powerful device in the universe was who-knows-where, and it was all because he was a heavy sleeper.

"Oooh," whimpered Ben, pacing up and down his hardwood floor. "Azmuth is going to kill me. What am I going to do?"

_Wait, maybe Azmuth is the one who took it! To make updates or something!_

Clinging to this glimmer of hope, Ben grabbed his cellphone from his dresser and dialled Azmuth's number. _Just have to play it cool…_

"_Ben?"_

"Myaxx," said Ben, trying to hide his relief. "Hey."

"_I'm guessing you're looking for Azmuth-"_

"No!" shrieked Ben. He coughed and hastily said, "No, I just wanted to ask you a quick question. Azmuth wouldn't happen to have some updates or something to make to the Omnitrix, right?"

"_No…why do you ask?"_

"Uh…no reason. Just curious. So Azmuth has no reason for wanting the Omnitrix in his possession in this moment."

"_Again, no. Is something wrong?"_

_Yes. I'm going to be killed by a furious Galvan in the very near future._

"No," he managed to get out. "Everything's fine! Peachy. Uh, don't let Azmuth know I called. Just 'cause this won't interest him, so it's not worth bringing up. Yeah. Thanks bye!"

Ben hastily hung up and buried his head in his hands.

_What am I going to do?_

A glint of red caught his eye and he looked up. A piece of paper was taped to his bedpost, which he hadn't noticed before. He peeled it off of the wood and opened it, green eyes eating up the words written.

_**If you want to see the Omnitrix again, you're going to play a little game. Solve five riddles, and you will find your Omnitrix.**_

'_**What travels around the world but stays in one spot?'**_

_**-Riddlemaster**_

"You gotta be kidding me!" wailed Ben, staring at the riddle in annoyance and disbelief. "Who the heck is behind this one?"

_How about you figure _that _one out after you find the Omnitrix?_

"Good point," he answered himself. He quickly got dressed in a pair of jeans and his green jersey. He put his phone in his pocket and shrugged on his white hoodie so that the long sleeve would cover his bare wrist.

"What travels around the world but stays in one spot?" he mused as he jogged down the stairs. He went out the front door and over to his green vehicle. He slipped in the driver's seat, stuck the key into the ignition but did not turn it. "Uh…"

_So…where am I supposed to be going?_

Ben leaned back in the seat, a frown on his face. "Well…lots of stuff travels around the world…but what stays in one spot as it travels?"

_A stamp! _his mind proclaimed, rather proudly.

Ben felt a flare of hope. The answer made sense, as while a letter travelled around the world the stamp stayed firmly in one spot.

He started the car and pulled out of the driveway, his destination in mind. There were a few post offices in Bellwood, and he wasn't sure which one to hit first. Heck, he wasn't even sure _what _he was supposed to be looking for.

"Why do these things happen to me?" he muttered to himself, eyes glued to the road as he cruised down the street. He came upon the nearest post office, a small square building with a large mailbox situated on the curb.

Ben rolled his green vehicle into a free parking spot along the sidewalk. He climbed out and entered the post office. He was dismayed to see that the air-conditioned space was empty, the only person besides himself was the woman working at the counter.

When the bell above the door chimed softly from his entrance, she looked up with a pleasant smile. "Hi! Can I help you with anything?"

Ben hesitated for a moment. As embarrassed as he was to ask, he knew he could spend quite a while slinking around the store, searching the shelves and through the card stands. And that would just look suspicious.

Plus, he didn't have all day. He needed to find out what happened to the Omnitrix as soon as possible, _before _Azmuth found out.

"Uh, this is gonna be a weird question, but did anyone…or anything come in here and leave a red piece of paper?"

The blonde studied him thoughtfully for a moment. "Are you Ben?"

"Er…do you know that because I'm a universal hero or because someone suspicious left something for me?" questioned Ben.

She laughed. "Someone left something for you." She reached behind her and picked up a red envelope that was sitting on the counter. She held it out. "What's it about?"

"That's what I have to find out," said Ben, taking the next riddle. "Thanks a lot. What did the guy or girl or whatever look like?"

She shook her head. "Sorry, but I'm under strict instructions not to reveal anything."

Ben frowned. "You weren't threatened or anything, were you?"

"Oh, no, nothing like that. I was just told you have to figure this out for yourself. You're playing a game, right?"

"Yeah, a game," the teen sighed, trying to keep the bitterness out of his voice. "Thanks a lot."

He left the post office and tore the red envelope open. He removed the matching sheet of paper and read his next clue.

'_**How can you tell if an elephant is in your bed?'**_

_**-Riddlemaster**_

"What the heck is this?" cried Ben in frustration. "This is the stupidest thing I've ever seen in my life."

He stood still on the sidewalk for a moment, staring at the piece of paper as the gears in his mind worked overtime. But he while he figured the answer had something to do with peanuts, he had no idea where to go.

"I guess it would have to be a place that's really popular for peanuts, or some sort of peanut factory," theorized Ben, though he was dubious. He didn't know much about peanuts-wasn't a huge fan of the snack food.

_But you know someone who is._

Brightening, Ben pulled out his green cellphone and scrolled through his contacts. _Jimmy Jones loves peanuts almost as much as he loves me. It's worth a shot._

He tapped the young boy's name and held the phone to his ear. After a few rings, Jimmy answered. _"Hello?"_

"Hey, bud. It's me. Listen, I got a kinda odd question for you."

"_You figure out the riddle, then?"_

Gaping, Ben pulled the phone away from his ear so he could stare at the electronic device. "Wait, you know?!" he shrieked in a rather unmanly tone.

"_Sure," _replied Jimmy. _"I've been waiting for your call."_

Ben scowled. "Okay, then, where the heck am I supposed to go?"

"_Oh. I thought you already knew that… I'm not supposed to say."_

"…I'm supposed to come to your place, aren't I?"

"_Maybe."_

Ben sighed wearily. "I'm on my way. You better have snacks waiting."

Ten minutes later, Ben was shuffling up the stairs to Jimmy's bedroom, having been greeted enthusiastically by Mrs. Jones before being sent on his way. He walked into the preteen's room and found Jimmy typing away at his computer.

"Alright, how did you know about the riddles?" demanded Ben, dropping onto the boy's bed and grabbing the plastic bowl of potato chips that rested on the bedside table. "And thanks for the snacks."

"No problem." Jimmy twirled around in his computer chair so that he was facing his hero. "And I know because someone told me."

He held out another one of the blasted red envelopes. Ben snatched it and glared at it. "Who _is _the Riddlemaster?"

Jimmy shrugged. "I dunno. I just know that he's using me to mess with you. What's the deal?"

"Don't worry about it," returned Ben, wanting very few people to know about his predicament as possible. "And don't tell anyone about this. No hot news alerts going on your blog. Got it?"

Jimmy slouched in disappointment, but nodded. "Yeah, sure thing."

"Thank you," said Ben sincerely. He opened up the envelope and scanned the riddle that awaited him aside.

'_**I am thinking of four numbers, such that;**_

_**The sum of all the four numbers is thirty-one.  
Only one of the numbers is odd.  
The highest number minus the lowest number is seven.  
If you subtract the middle two numbers, it equals two.  
There are no duplicate numbers.**_

_**What four numbers am I thinking of?'**_

_**-Riddlemaster**_

"Oh, give me a break," groaned Ben, rubbing his forehead. "Jimmy, are you good at math?"

"Currently failing," admitted Jimmy.

"That doesn't help me." Ben suddenly frowned. "Wait a minute! Where the heck am I supposed to find the next riddle? This isn't going to lead me anywhere!"

Jimmy silently held up another red envelope. Ben lunged for it but Jimmy dove backwards. "Sorry, but I can't give it to you," he said apologetically. "You have to figure that out first."

"Who's gonna know?" snapped Ben.

"They will know," said Jimmy seriously. "We have to play by the rules."

Ben faltered. While he knew he could overpower Jimmy in a heartbeat, he didn't really want too, and he also didn't know what kind of madman he was dealing with. "Fine then. What are the rules?"

"Er…well, for sure I can't give you the answer. Which I don't even know in the first place."

Thinking for a moment, Ben pulled his cellphone out again. He dialled his cousin's number and waited for her to pick up.

"_What is it, Ben?"_

"I've got a question. There are four numbers. The sum of the four numbers is thirty-one, only one of the numbers is odd, the highest number minus the lowest number is seven, if you subtract the middle two numbers it equals two and there are no duplicate numbers. What are the numbers?"

There was a beat of silence. Finally, Gwen spoke. _"Are you trying to get homework answers out of me?"_

"No."

"_Yeah, sure."_

"Gwen, I'm serious!" insisted Ben. "I'm not cheating. I have a math riddle and I need you to answer it."

"_Where did _you _get a math riddle?" _asked Gwen in amusement.

Ben scowled. "Look, if you're gonna press, fine. Some jerk snatched my Omnitrix and now I have to go on a clue-hunt to get it back!" He swung a finger to Jimmy, who was now staring with wide eyes. "Not a word on the blog, Jimmy!"

"_Hold on a second. First of all, what? Second of all, why are you with Jimmy?"_

"Because Jimmy is involved in this stupid game and can't tell me anything. I really don't know what's going on myself, so I can't answer your questions. But you can answer mine!"

"_Are you allowed to ask for help?"_

"Probably not!" called Jimmy. Ben shot him a 'shut up' glare.

"_I don't think I should help you. Who knows what the consequences might be? You could be being watched right now. Just think about the riddle and-"_

"_DO YOU NOT UNDERSTAND?" _shouted Ben, his temper snapping as the full realization of possibly not getting the Omnitrix back struck him. _"I LOST THE OMNITRIX! IT'S WHO-KNOWS-WHERE IN THE HANDS OF WHO-KNOWS-WHO! IF AZMUTH FINDS OUT, I'M SCREWED! HE'S GONNA KILL ME! HE'S GONNA CHOP ME UP INTO LITTLE PIECES AND FEED ME TO THE VOLITICUS BIOPSIS! WHEN THAT HAPPENS, I HOPE YOU'LL BE HAPPY WITH YOURSELF!"_

He hung up on his redheaded cousin before she could respond and furiously shoved his phone in his pocket. He stood up, grabbed Jimmy by the collar of his jacket and tossed him ungracefully onto the bed. Jimmy yelped as he struck the mattress and watched in bewilderment as Ben took over his computer.

"What are you doing?"

Ben did not answer. He typed away furiously, eyes staring at the screen intently. Jimmy pulled his knees up to his chest and watched the teen work in bemusement. After five minutes, Ben turned around, pointing victoriously at the screen.

"The four numbers are twelve, five, six, and eight. Give me the next riddle."

Not wanting to argue with the teen when his eyes were flashing in that particular way, Jimmy obediently handed the next envelope over. Ben wasted no time tearing the flap off and yanking out the piece of paper.

'_**What beverage contains all four food groups?'**_

_**-Riddlemaster**_

Ben knew this answer instantly.

"_Smoothies!" _he hollered, flying up. "ByebuddyI'lltalktoyoulaternothingoesonyourblog!"

Jimmy blinked at the jumble of words as the teen barged from his bedroom. "I kinda feel sorry for him," he said sympathetically.

Ben made it to his car in two heartbeats, the engine roaring and speeding off to what was quite possibly his favourite place on Earth.

The glorious _Mr. Smoothy_ sign soon came into view and Ben did not make the greatest parking maneuverer of his driving career. He tumbled out and raced over to the front counter, eyes rather wild as his adrenaline and fear _(Azmuth can't know gotta find the Omnitrix now now now)_. "_Where's the envelope?!"_

"Right here, dude," the server on the other side of the counter squeaked, hastily shoving the blasted red envelope towards the universally recognized hero.

Mumbling incomprehensibly under his breath, Ben irritably looked at his final riddle.

'_**Quantum Uranium Antimatter Catalyst Kinetic.'**_

_**-Riddlemaster**_

Biting his lip in agitation, Ben went over to the nearest table and collapsed into the hard chair. "My brain is not equipped to deal with this stuff," he whined softly, staring at the collection of science terms on the paper. "Does this make a compound or something?"

_Guess you should have paid more attention in science class._

"Shut up," he grumbled to his inner voice.

For the next twenty minutes, he stared at the black letters, hardly blinking. The longer he stared, the more something stood out to him. The first letter of each word was capitalized. Tilting his head slightly, he pictured the capitalized words in his brain to see what they would spell.

_QUACK. Quack._

"Ducks!" he shouted, triumphant. "Freaking ducks! Ha ha ha ha ha! I got it!"

He raced for his car and cranked the keys in the ignition. Not bothering with his seatbelt (and not paying much attention to his speed) he navigated through the streets of Bellwood. The wide expansive field of Central Park soon came into his sights, in all its naturalistic glory.

"Please, please, please," he chanted, swinging his car into the parking lot and turning off the engine. He jumped out and hightailed it to the circular pond, which was well known to inhabit several ducks. Getting down to his hands and knees, he started to crawl through the dirt in a rather frantic motion, rifling through the reeds and tall grass in search for his beloved possession.

He finally unearthed a chunky red envelope from a nest of tall green grass. Heart pounding in his chest, Ben opened the envelope with trembling hands and tipped it upside-down. Out fell his Omnitrix.

His broken Omnitrix.

Bile rising, Ben stared numbly at the broken watch face. There was a sizable crack down the middle of the screen, the silver mechanisms exposed and wires sticking out of the right side. Not even the strap was unscathed. The white metal was scratched and dented in various places.

There was no way it was going to work.

_That sick, twisted jerk. Playing with me all morning only to freaking screw me over._

He was furious. But for all his anger at the Riddlemaster, his fear and anxiety overpowered it. He was going to have to reveal this to Azmuth.

_He's going to kill me._

For a long moment, Ben just sat there, heart thudding painfully in his chest and tears threatening to spill over. The Omnitrix had been entrusted to him, and this wasn't the first occasion where he had let something happen to it. While it hadn't technically been his fault, he should have been more alert. If he could sleep through someone stealing his Omnitrix, then this was deserved. Totally uncool and unfair and infuriating, but perhaps deserved.

Azmuth would certainly not hesitate to lay full blame on him. And Ben couldn't argue. What could he say in his defense? When he realized what happened to the Omnitrix, he immediately attempted to rectify the situation himself instead of informing the creator.

His phone suddenly buzzed, indicating that someone was calling. Ben mindlessly pulled his phone from his pocket and answered it. "Hello?" he said hoarsely.

"_Ben?"_

"Grandpa. What's up?"

"_Sorry to bother you, sport, but Azmuth just dropped by. He received some unusual data readings from the Omnitrix and wants to take a look at it himself. Can you come by now?"_

_There's no way out of this. _"Y-y-y-yes," he managed to get out.

"_You okay, kiddo? You sound a bit off."_

_No. I'm not fine. _"I'm okay," he said, this time sounding relatively normal. "Be right there. Bye."

He hastily hung up. Sticking his phone in his pocket, he clutched his damaged Omnitrix to his chest and made his way to his car. His legs felt like they were being weighed down and he was finding difficult to move.

_Oh, I'm so screwed._

The ride to Plumber Headquarters was agonizing. He gripped the wheel so tightly his knuckles were white.

_Please let him forgive me._

He parked his car for the umpteenth time that day, walked into the entrance to the base (disguised as his grandfather's plumbing business) and took the secret elevator down to the underground base.

When he stepped into the main console room, it was to see Azmuth standing on the back of a tall computer chair, watching Rook type something into the computer. The Galvan turned his head at the sound of footsteps approaching him, and Ben nearly lost the barely-there contents of his stomach then and there.

_Oh man oh man oh man oh man._

Azmuth flicked his gaze to the covered-up left wrist of the teen and arched his brow. Ben stopped just in front of him, his trembling noticeable. Unable to come up with any words, he silently held out the broken Omnitrix, his fear coming off of him in waves.

Azmuth stared at the useless watch for a long moment. Onyx then met green, and he snapped his fingers. A flash of green light later and another Omnitrix appeared, identical to the busted one Ben held in his hands.

Holding out the perfectly-functioning Omnitrix, Azmuth said casually, "As you humans say, April Fool's."

Ben's legs gave way as the observing Plumbers burst into laughter. The teen crumpled to the tiled floor with a loud gasp of relief and shock, hands moving to cover his face as he struggled to control his now-rampant emotions.

"I think you broke him," observed Rook, torn between sympathy and amusement as he watched his partner lie limp on the floor.

"He'll be fine," said Gwen, moving from her hiding spot with Kevin, who was howling with laughter.

"I feel sort of bad," chimed in Jimmy, trailing behind the pair.

Ben managed to sit up, his face a mixture of anger and indigence. "Okay, no, hold up. You," he pointed at Azmuth, whose lips curled into a smile, "I will deal with you shortly. You," the finger swung to point at Gwen, Kevin, and Jimmy, "you guys knew about this?!"

"Azmuth figured you'd call me when you got to the math riddle, so he told me ahead of time what he had planned." Gwen grinned.

"_HE'S GONNA KILL ME! HE'S GONNA CHOP ME UP INTO LITTLE PIECES AND FEED ME TO THE VOLITICUS BIOPSIS!" _imitated Kevin, holding his stomach in mirth. "I have now found my favourite quote in life."

"I did say I was under strict instructions," said Jimmy apologetically. "Not bad acting though, huh?"

"Whatever," groused Ben. He frowned up at his grandfather. "And you knew about this?"

Max smiled apologetically. "Once Azmuth explained his plan I had to go along with it. It was too good to pass up."

Ben glared at Azmuth. "You are _so _mean."

"As you never fail to remind me," said Azmuth easily.

"When did you make this?" snapped Ben, holding up the fake Omnitrix in distaste.

"Didn't take long to whip up. You do not possess the perception to identify a real Omnitrix from a fake one, so I knew I would have no trouble fooling you."

Ben flapped his arms up and down in indigence. "I nearly threw up. No, I nearly dropped dead!"

"We could tell," informed Azmuth. "You're horrible at masking your emotions."

"Your face was priceless," cackled Kevin.

Ben huffed, face turning a dull red. "This was a horrible trick to do to a person."

"I enjoyed it," said Azmuth with a smirk. He held out the good Omnitrix. "Do you want this back or not?"

Lips now formed into a pout, Ben accepted the alien device and strapped it to his left wrist. Azmuth folded his hands behind his back and hopped down from the chair so that he was now resting on the teen's right knee.

"Rather clever, wouldn't you say?"

For his attempts to keep his irate expression, a small grudging smile broke through. "Yeah, yeah." He levelled a finger menacingly in Azmuth's face. "But just you wait. I'll get you back for this."

Amused, Azmuth pushed the wagging finger down. "I sincerely doubt that."

Ben was grinning now, and Azmuth was internally relieved that the boy wasn't truly infuriated with him for the joke. "Oh, we'll see. We'll see."

Azmuth wanted to play? Ben could play. Even if it took a while to come up with the perfect payback, it would come.

After all, revenge was a dish best served cold.

**There will be a Ben's Revenge chapter. If you have ideas, feel free to share. It's also up to you whether you want Ben's payback prank to succeed or fail. **

**Happy April Fool's Day!**


	16. Fateful Meeting

**I do not own the Ben Ten franchise.**

**Alternate universe chapter, featuring No Watch Ben.**

**Fateful Meeting**

In the training room of Plumber HQ, Ben Tennyson fired off the final rounds from his plasma gun. The first few shots struck the outside of the painted target on the metal wall, but the final one left a beautiful burn mark right in the center.

"Not bad, kid," Patelliday complimented, taking the weapon from the sixteen-year-old. "Your aim is getting better."

"Thanks," Ben panted, wiping the sweat from his brow. "What else can I do?"

"Take a rest for the day. You've been training pretty hard."

Though he was reluctant to stop, Ben nodded in agreement. "Sure. I'll see you later."

He stepped out of the sturdy square room and walked down the corridor. He hadn't seen his grandfather all day. He figured Max was on Plumber business, doing something cool and awesome. "Wonder when I'll get to do stuff like that," he muttered to himself.

About a month had passed since the whole Battle of the Bens deal and he had spent the time reading Plumber rulebooks and training with the various weapons that were stored around the base. He hadn't gotten sent on an official mission yet. Sometimes he could tag along with other Plumbers, but for the most part he was restricted to the base.

_It's not like you can just become a Plumber. There's an academy for it and everything. It's not an easy business._

Ben knew it would probably be a long time before he was given his own Plumber badge. It was just that he'd spent most of his life in boredom, wishing for something special to happen. He didn't resent his grandfather for keeping his work a secret. He didn't lose his arm for no reason, and had reservations about letting his grandson into the dangerous world of intergalactic Plumber work. But now that he had been given a taste of the universe that stretched across time and space, he wanted more.

"Ben!"

Face lighting up, Ben turned on his heel. "Grandpa!"

"How was your day, kiddo?" Max asked, coming over and setting a hand on his shoulder.

"Good," replied Ben. "I'm starting to get the hang of the plasma guns."

"The kickback can be pretty rough. You've been doing well in a short amount of time." Max smiled and started to steer Ben down the corridor. "There's someone I want you to meet."

"Who?" Ben asked in curiosity.

"Azmuth. He's an outside advisor to the Plumbers. The smartest being in the universe."

"Oh. Cool." Ben frowned. "But why do you want me to meet him?"

"I think it would be good. For the both of you."

Before Ben could ask any more questions, he was shoved into his grandfather's office. The door shut with a _snap _behind him. Baffled by Max's behaviour, Ben shook his head and turned to see who he was expected to meet. And immediately froze.

A small alien, about five inches tall, stood on the surface of the large oak desk. Its skin was grey and it resembled a humanoid frog. Onyx pupils, illuminated by neon green irises, stared intently back at him. There was something about the alien's stare that made Ben slightly uncomfortable-it was as if it was seeing straight into his soul.

It was rather unsettling.

"Um…hi," Ben squeaked. Flinching at his pathetic tone, he coughed and said, "I'm Ben Tennyson."

"I know."

The alien's voice was deep and male, coated with disinterest and tinted with weariness. Ben hesitantly moved forwards and sat down in the chair situated across from where the alien was standing. "So, Azmuth…what kind of alien are you?"

_Oops. Maybe that's not the best conversation starter._

But Azmuth did not seem off-putted by the question. "I doubt it would mean much to you," he said, arms folded tightly behind his back. "You're not exactly at your grandfather's level when it comes to knowledge on alien species."

"You gotta start somewhere, right?" reasoned Ben, hardly fazed by the slight jab. He had been in too many fights with Gwen and too many verbal spars with J.T to take offense to much. "Why not start with you?"

Azmuth studied him for a moment. "I am part of the Galvan race," he finally answered. "We're an intellectual advanced species."

"Grandpa said you're the smartest being in the universe."

"He's exaggerating. I'm the smartest being in three galaxies, possibly five."

"Well, that's still super smart."

Silence followed after his remark and Azmuth continued to stare. Ben felt awkward, pulling on the sleeves on his white hoodie. "Uh…so you're an outside advisor to the Plumbers," he said, trying to make conversation. "What kinds of things do you do?"

"I merely offer advice when asked. If they require some of my inventions, then I will send them over."

"What do you invent?" asked Ben, latching onto the topic.

"Nothing that would interest you."

"Come on, how would you know?" asked Ben. "I'm asking, aren't I? Humour me."

Azmuth eyed the teenager. He knew why Max was so insistent on having him meet with his grandson. He was supposed to reveal that he was the creator of the Omnitrix. He didn't understand why Max wanted the kid to know so badly, especially when he was well aware of the unease it caused him.

_If it will get Max to stop pestering me, then fine. Best to get it over with._

"I'm the creator of the Omnitrix."

The reaction was instant.

Ben jolted in his chair, almost tipping backwards in his shock. He managed to grip the edge of the desk and righted himself. "What?" he shrieked.

"Don't yell," snapped Azmuth in irritation.

"But-but if you're the creator of the Omnitrix, then where is it?" exclaimed Ben.

"I destroyed it," the Galvan answered shortly.

"Why?!"

"None of your business," barked Azmuth, already regretting his decision to comply with Max's will. He was considering just teleporting himself back to his isolated lab on Galvan Prime when the boy spoke.

"It is too my business! Every other alternate Ben Tennyson has an Omnitrix! I think I deserve to know why you decided to get rid of it."

Azmuth glanced at the teen. His emerald eyes shone with determination and his mouth was set in a firm line. He was not going to drop the matter, and it was obvious that even if Azmuth teleported away it would not deter the boy. There was something about him that told the Galvan that he was not one to give up easily.

And he had heard of the story from Max. The story of how Bens, good and bad, came from alternate universes to collide in a massive fight. In the group of Ben Tennysons, there was only one without an Omnitrix.

"You won't drop the matter, will you?" asked Azmuth gruffly.

"Nope." Ben crossed his arms. "Even if you leave, I'll get your number from Grandpa Max and leave a million messages on your answering machine."

"Then I will talk, and you will listen."

Ben nodded quickly in agreement.

Azmuth cleared his throat before speaking. "I built the Omnitrix after another invention of mine turned sour. I thought that it would benefit the universe by allowing other species to walk a mile in another's shoes. To see that we are not as different as we say we are. But as I reached completion and word got out, I received offers from many who wanted to use the Omnitrix as a weapon. I knew then that I could not do it. I could not create a device that others would want to use to destroy each other. I would not be responsible for more lives lost. So I destroyed it."

Ben kept a close watch on the Galvan as he spoke. His fists clenched at his sides and there was a new emotion to his tone-regret. Whatever happened before the Omnitrix, it was obviously bad enough to make him grow wary of creating any other invention that could be used as a weapon.

"What happened to the previous invention?" asked Ben softly.

"Now _that _is none of your business," shot down Azmuth, his rough tone returning.

"Fair enough." Ben lifted his knees up and hugged them to his chest. "I'm sorry others tried to use it as a weapon. I'm sure it would have worked wonders if they were willing to use it for its intended purpose."

"I suppose it was my fault," said Azmuth bitterly. "The world is full of people who want nothing more than to use whatever means to achieve their own gain, no matter who it hurts."

"I think that's a bit harsh."

Azmuth scoffed. "What would you know? You're just an Earthling."

"True. But that doesn't mean the universe is a horrible place," insisted Ben. "There are billions of people on Earth alone. I can only imagine the trillions of others that inhabit the galaxy. It's just impossible that all of these living creatures seek to harm or betray others for selfish reasons. There's no black and white-there's reasons for everything, good or bad or in between."

His eyes then grew animated. "That's why I want to work here, with the Plumbers. I want to help people. I want to help aliens. I want to bring peace and happiness all over the universe by solving disputes. I want to be a hero the universe needs. There's always something to fight for. You shouldn't let a few instances, as horrible as they might have been, craft your view of the world."

Azmuth blinked, surprised by the powerful emotion that came from the sixteen-year-old Earthling. It was deep insight for a child so young and naïve, and he hadn't been afraid to voice it to someone he just met.

"I've lived a long life, Tennyson. I've seen too much devastation to believe in such a thing."

"You've just been looking in the wrong places," dismissed Ben. He extended a hand with a bright smile. "We don't need an Omnitrix to perform goodwill. I'll show you a world worth saving. Promise."

There was a feeling bubbling in the Galvan's chest, a feeling he had not experienced in a long time.

It was hope.

Staring into Ben's shining emerald eyes, he could not help but marvel over the fact that a human had caught his interest, sparked his hope once again, when so many others had failed to drag him from the dark aura that surrounded him for decades.

He was caught in the kid's charm and earnestness. He raised his right hand and hooked it around the index finger of the teen's left.

"I will hold you to that, Ben Tennyson."

The Galvan who destroyed his greatest invention and the boy without an Omnitrix. Despite the lack of link between the two, fate stubbornly drove them together.

It was simply unfathomable that Azmuth and Ben never meet, no matter the timeline that surrounded them.


	17. Respect Goes a Long Way

**I do not own the Ben Ten franchise.**

**The following chapter takes place after **_**Catfight.**_

**Respect Goes a Long Way**

Sprawled out on the living room couch, Ben lazily watched the spy movie that played on the television screen. It was the morning after Attea and Looma battled it out in order to win his hand in marriage, and he was exhausted. He didn't get back home until late, almost one in the morning, since he wanted to finish his date with Ester. His parents had not been pleased, and he couldn't exactly explain the real reason for staying out past curfew (he was completely humiliated by it, actually). He simply said that it was Omnitrix business and thankfully his parents accepted it.

Not in the mood to go anywhere, he figured he would lounge about at home. But it meant he had time to think, and so he could not help but go over the events of the night. He groaned to himself, struck by how utterly ridiculous the entire situation was.

Ridiculous by _his _standards. And that was saying a _lot_.

"Okay, we're just going to pretend it never happened," he muttered to himself. The Plumbers were already giving him a hard time about being the reason for almost starting an alien war. If he pretended it never happened, maybe everyone would forget about it.

A flash of green light shone briefly on the arm of the couch, bringing Ben's attention away from the movie. _Hey…I know that light. _He arched an eyebrow when Azmuth appeared, hands folded behind his back. He did a quick scan of the Galvan's features, but didn't see any signs of anger. _Okay, good. I didn't do anything wrong…yet._

"Hey," he greeted. "What's up?"

"I was just at Plumber Headquarters, speaking with your grandfather. He told me an…interesting…story," Azmuth replied casually.

Ben furrowed his brow. "A story? What-?" Realization struck him and he gasped in horror. "No! He didn't!" He sat up with a desperate, pleading expression. "He did not tell you what I think he told you."

Azmuth could not help but smirk. "If you're thinking he told me about how the Incurseans and Tetramands nearly went to war with each other over _you_, then yes. He did."

Ben's face flushed with mortification. "It's not funny!" he insisted. "It was a long night, and nearly ruined my date with Ester."

"Two completely separate races went to war over you, a sixteen-year-old Earthling, because each wanted you to be their royal consort. It's the most asinine thing I have ever heard, and of course it all comes back to you. I fail to see how that is _not _funny."

Pouting, Ben slouched against the couch cushions. "See, it's times like this where I miss you lack of sense of humour." He tilted his head back with a sigh. "It's not even my fault. Stuff like this just happens to me. Ugh. I bet all the Plumbers are spreading that story around. My life is ruined."

"Don't be dramatic," chided Azmuth. "It's far from the most humiliating thing you've done."

Ben made a face. "Yeah, yeah. So, what, did you come here to make jokes?"

"Well, you can hardly blame me. This might be the most ridiculous thing that has ever befallen you."

"Okay, I'll give you that one," sighed Ben. "I don't even know why they wanted me in the first place."

Azmuth snorted. "Yes, why ever would two planetary leaders want you, Earth's hero and wielder of the Omnitrix, to be their consort?"

"Heavy sarcasm not necessary," said Ben flatly. "Yeah, fine, I have the Omnitrix. But they didn't even want me for that. They tried to keep me stuck in one form."

"You obviously impressed them, in some way or another, during your various fights. You seem to have knack for that."

Ben blinked. "Getting into fights?"

Azmuth rolled his eyes. "Well, yes, but that is not what I mean. Ben, you have a knack for being respected, even by your enemies. It was not the Omnitrix they were after, in a rare display. They were after you and your personal strength."

"So…they wanted to keep what I have inside the same. They just didn't like how I look?"

"For obvious reasons."

Ben glared. "That's a low blow!" But a smile broke through. "But thanks. I always knew you liked me."

"Don't be infantile," said Azmuth with a roll of his eyes. "But I can understand why they respect you. You handled the situation rather well. I was impressed when your grandfather told me how you solved the matter."

Ben rubbed the back of his neck, feeling pleased with the compliment. "It wasn't a big deal. I just told them the truth. They don't need a king by their side to rule their planet. They're strong, independent women. They sure as heck don't need me."

Azmuth studied the teen, who looked completely sincere and honest about the words he had just spoken. Though Ben was more often than not completely immature and reckless, the Galvan was reminded, by moments like this, why he had been impressed by the Earthling in the first place. Despite having his date completely ruined by two female alien leaders, he was able to look past his own personal feelings towards them and give honest advice.

_For a boy whose mouth can get him in trouble, he certainly can have quite a way with words, _Azmuth thought in slight amusement. Only Ben could nearly start an alien war on Earth by being the object of two aggressive females, and only Ben could fix it by giving a compliment.

"If only you could be this wise all the time," he said with a sigh. "It would save me a lot of trouble."

"Okay, enough ragging on me for the day." Ben made a shoo-shoo gesture with his hand. "You can leave now."

Azmuth smirked. "I think I have wasted enough time anyway. Goodbye, Ben."

He pulled out his remote, but before he could press the button Ben asked anxiously, "You're not gonna tell anyone on Galvan Prime about what happened, are you?"

"Don't be ridiculous. Of course I will."


	18. Halloween Revenge

**I do not own the Ben Ten franchise.**

**Ben's revenge chapter. Hope you like it!**

**So Ben 10's tenth anniversary is coming up in December (the 27****th****, I believe) so I think now is a good time to start making plans for a special chapter. If you guys have any ideas, feel free to share.**

**Have a happy Halloween!**

**Halloween Revenge**

"I am afraid I do not understand why we are here."

Ben paused from his browsing of the Halloween makeup to stare at his bemused friend. "What don't you understand?"

"Well, the entire concept of Halloween, for one," replied Rook. "But mostly I am confused about why you want to use this Earth holiday in an attempt to get back at Azmuth for what he did to you in April."

Ben held up a finger. "One, this is no attempt. It will work, because I know for a fact Azmuth knows next to nothing about Earth holidays. He's a supreme genius, but only at the things he thinks is important to know. Earth culture isn't too high on that list." He held up a second finger. "Two, I'm not using the holiday, per se. I'm using the stuff we associate with Halloween to help me out."

"Like?"

He reached out and snagged a red and black bottle from the store shelf. "Fake blood, for one." Green eyes swept across the aisle, in search for what else could assist him. "I have an idea of what I want to pull, and it's going to require Grandpa and maybe Gwen and Kevin to do some fibbing."

Rook crossed his arms. "What is this idea, then?" He could not help but be curious, as Ben was showing a level of enthusiasm and wicked glee that he was not familiar with.

Ben grinned. "Okay, I'm going to go missing for a week. Grandpa is going to call Azmuth, saying that no one can find me. Hopefully Azmuth will fall for it and use some super smart means to find me. When he does, he's gonna get a heck of a scare. I haven't quite figured out what the scare will be yet."

"I wish you the best of luck with your payback," replied Rook, expression amused. "I hope it goes how you want it too."

"Oh, it will." Ben rubbed his hands together gleefully. "It will."

"I will leave you to it, then. I shall wait for you in the truck."

"Okay. I'll try to be quick."

Rook left and Ben started to wander down the aisle, eventually stopping near the costumes. "Geez," he muttered, surveying the racks of Halloween costumes. "I keep forgetting that most of the monsters we think of as mythical actually exist somewhere in the galaxy." He wrinkled his nose when he spotted a particularly fake-looking werewolf costume. "These aren't going to work."

He didn't necessarily want a full costume. If he found one that sparked more inspiration, then he would take it. If he didn't, that was also fine.

"Come on, Ben," he said aloud, idly fiddling with the bottle of fake blood. "What else?"

His white-and-green Omnitrix flashed under the store lighting. Staring at it, Ben hummed in thought, the gears in his mind turning. Someone was always trying to take the Omnitrix. What if someone actually succeeded, in a rather vicious manner?

"Missing limbs," he said, a slow smile curling across his face. "Can't have Halloween without blood coating a fake severed arm or something."

But where would he get it? The Halloween props in the stores didn't look remotely real, so they wouldn't work. He would have to go to a specialist, someone who could hook him up with some mad horror movie makeup.

Ben grinned deviously as the final version of his prank fell into place. "Shouldn't be too hard to find a movie makeup artist willing to help me for free. I am Ben 10, after all."

…

Myaxx stepped off the elevator and onto the very top floor of Galvan Tower, which housed the chemical research facility. She crossed through the desk area and entered her code into the security pad, unlocking the thick steel doors that led to the impressive chemical lab.

The First Thinker himself was at a lab table in the back, carefully mixing a combination of two coloured chemicals. Knowing better than to just disturb him during such work, Myaxx stood off to the side, arms crossed over her chest.

Azmuth set his beaker over a low-flame burner and removed his safety goggles. "I thought I sent you to retrieve the data records for Compound #376."

"You did. But Max called before I could even take a step out of the room. He's on hold on the console in your lab."

Azmuth frowned. It wasn't often Max called, not unless it was important. "You," he said, pointing at a passing Galvan chemist. "Keep an eye on this."

"Yes, sir."

He started out of the lab with Myaxx following after him. "My lab," said Azmuth curtly as soon as they entered the elevator.

"Data records facility," added Myaxx.

The platform started its quick descent through the clear tube. Azmuth cast a glance at his assistant. "Did Max say what he wanted?"

"No. But he sounded kind of urgent. He wanted to speak to you as soon as possible. I said I'd see what I could do."

They arrived at the data records department and Myaxx stepped off. "Good luck," she said, and the platform continued downwards.

Azmuth wondered what was happening that would cause Max to need to speak to him so badly. He didn't think it was Omnitrix business, as his wielder tended to make contact whenever the slightest thing went wrong.

The elevator made it final stop, directly into his personal lab, and he stepped off. He went over to the console and clicked the flashing button. "Max."

"_Azmuth! I'm sorry to disturb your work, but this is urgent. It's Ben."_

His stomach dropped, so quickly it made him feel sick for a brief moment. "What's happened?" asked Azmuth, managing to keep his voice calm

"_He went on a mission a week ago, to investigate a forest disturbance on the outskirts of Bellwood. I haven't heard from him since, nor has anyone else. I've tried tracking him, but I'm not getting a signal from his Plumber's badge or the Omnitrix."_

Azmuth's brow furrowed. "What about his partner? Rook?"

"_Rook is off for a few days to visit his home planet. I told Ben he should take a temporary partner with him, but he took off before I could set anything up."_

Ire burned within the Galvan. "Of course he did. And you want me to teleport to his location to see if he's alright."

"_I'd really appreciate it. I'm worried about him. If we can at least find out where he last was, we can send some guys out to search for him."_

"Send me the mission report," said Azmuth in resignation. "I'll take care of it."

"_Thank you, Azmuth."_

Azmuth gave a grunt of acknowledgement before ending the call. "Stupid kid," he grumbled under his breath. "Always feeling the need to do things by himself. Probably got himself lost."

But there was a niggling feeling in the pit of his stomach that made him unsettled. Even if Ben was lost, he could use his Omnitrix to find his way. The chances that both the Omnitrix and his Plumber's badge were broken were possible, but even Ben was not that careless.

His personal tablet _pinged_, letting him know he had received a message. He picked it up from where it lay on the lab table and read through the brief mission statement that appeared on the screen. "Late-season campers were disturbed by a strange commotion Monday afternoon…witnessed a strange creature lurking in the woods…campsites were raided and destroyed…site shut down until problem is solved…investigation in process."

Azmuth set his tablet down, now more confused than ever. It was a simple enough mission, depending on what this 'strange creature' was. Ben certainly had handled worse.

_Max is worried, and if he wants me to figure out where he went, then I am obliged to do so._

It certainly wasn't because he was worried for the welfare of his wielder.

He checked the coordinates in the mission report before typing them into his teleportation report. He pressed the button and soon appeared the dense forestry, the cool fall wind causing his flesh to prickle.

"Ben?" he called, and wasn't surprised when he didn't receive a response. He raised his remote again and tried locking onto the Omnitrix's signal. Nothing showed up, which also did not surprise him. Max hadn't been able to track the signal, and Azmuth used the same means as the Plumbers whenever he needed to.

However, the Plumbers were only able to track the signal the Omnitrix gave out. There were certainly ways of blocking the signal, if one was skilled enough to do so. But he had the ability to locate Ben by using his DNA signature, a means he only ever used if there was an emergency.

He adjusted the entry in his remote. The button glowed green, indicating that the boy had been located. He quickly pressed the button and was transported to a different section of the forest, where he was immediately greeted by a trail of blood.

His heart stuttered in his chest. _No no no no no._

He stared at the dark red splotches, which disappeared into the treeline. Swallowing thickly, he slowly started along the trail, fearful of what he would find among the trees.

_This is not happening. This is not happening._

He stepped across the forest floor and soon entered a clearing. He froze when he came upon Ben himself, sprawled on the ground. His face was buried into the dirt and he was covered with bloody scratches. But what made Azmuth's blood run cold was the realization that the teen no longer had a left hand-there was a bloody, fleshy stump in its place.

"_Ben!"_

Even as he dashed across the clearing to the boy's side, he knew there was no way the teen was alive. Azmuth had a death grip on his teleportation remote, fighting the urge to vomit.

_This is my fault. Whoever did this wanted the Omnitrix. Since it won't come off unless Ben allows it, they must have…_

He couldn't even finish the thought.

Azmuth pressed his hand over his face, struggling to breathe. What was he supposed to tell Max? The boy's friends and family? How was he going to live with himself knowing that the primary reason for the boy's death was because of his greatest invention?

_I'm so sorry, Ben. I'm-_

"_Boo!"_

Ben lifted his face from the ground suddenly, and the shout caused Azmuth to jolt violently. He stared uncomprehendingly into the boy's goofy, triumphant grin. "Happy Halloween!" he said cheerfully.

It was not long before the Galvan grew livid.

"Ouch!" Ben yelped, pressing his good hand against the spot on his forehead where Azmuth had just struck him. He noticed Azmuth reaching for the button on his teleportation remote and quickly plucked it from his grip. "Hold up! It's just a joke!"

Azmuth glared. "If I do not leave now, I will kill you."

"What, you can dish out pranks but you can't take them?" asked Ben, propping himself up on his elbows. He removed the fake severed limb and slipped his real hand through the sleeve of his baggier-than-normal hoodie. "I said I'd get my revenge for what you did in April, didn't I?"

Azmuth openly gaped. He had completely forgotten about that, and assumed somewhere down the line so had Ben. "This is not a harmless joke!" he hissed. "This is cruel!"

Ben was indigent. "Making me think I let the Omnitrix get destroyed was cruel! In case you don't know, you're extremely terrifying when you're mad."

"Then I can just imagine how _scared you are right now._"

The teen pouted. "Come on, I didn't get mad at you. Besides, it's Halloween. I got inspired."

_Damn, _Azmuth thought with inward ire. It _was_ the Earth holiday known as Halloween. He didn't know much about it, nor did he keep track of Earth's fleeting calendar year, but he did have an idea of what the spooky holiday was about.

"Where did you get _that_?" he asked abruptly, pointing at the realistic looking prop laying carelessly beside the teen.

Ben grinned. "I got some movie makeup specialist to whip it up for me. He got some help from the prop guy and they came up with this. I figured I should add some injuries to make it really realistic. Pretty sick, huh?"

"If you mean sick as in disgusting, then yes, it is." Azmuth crossed his arms, his nerves finally calming down. "So your grandfather was in on this?"

"Uh-huh. He helped you with your prank, so it was only fair he helped me with mine."

Azmuth looked at the dark red substance surrounding the human. "That better be fake."

"It is," assured Ben. "I had to buy bottles of the stuff."

"It can't _all _be fake. My remote clearly locked onto your DNA."

He grinned sheepishly. "Okay, the first bit at the start is real." He extended his right hand to reveal a short thin cut on his palm. "I remember you saying that you could track me by using my DNA signature if you ever had to. So I figured if you couldn't find me by my Omnitrix or Plumber's badge, you'd find me that way."

Azmuth's eyes narrowed. "How _did _you disable the signal coming from the Omnitrix?"

"Well, Blukic and Driba may appear to be imbeciles, but they definitely are Galvans. They took care of it," explained Ben.

"You're a moron."

Unbothered, Ben handed back the remote, satisfied that his mentor would not leave in anger. "Maybe. But come on. You have to admit, I nailed this."

"I will admit to nothing," said Azmuth curtly. He glanced around at the puddles of fake blood and said, "You will have to clean this up."

"Yeah, I know." Ben rested his chin on the top of his overlain hands, a slight smile on his lips. "We good?"

"Ask me that three hours from now, when I've regained my senses completely," quipped Azmuth.

Ben laughed. "Fair enough. Truce?"

Azmuth's lip curled. "Since you seem to have no problems flying over the boundaries, yes. Truce."

"Cool." Ben sat up and removed his Omnitrix from his pocket, slipping it back on his wrist. "Guess I better start cleaning this stuff up now."

"Thanks for wasting my time," drawled Azmuth.

"Anytime," said Ben cheekily. He paused before asking, "Where you really that scared?"

His mentor gave him a withering look. "What do you think?"

Ben smiled. "Right." He stood up and walked over to the bushes a few feet away and removed a slim video camera from its hiding place. When he turned around and saw Azmuth's scathing glare, he defended, "What? I had to record your reaction so I could prove I got you!"

"Tennyson, I'm going to _kill _you."


End file.
